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Granting unapproved share options pursuant to a standalone share option deed—all-encompassing resource pack

Granting unapproved share options pursuant to a standalone share option deed—all-encompassing resource pack For more general information on unapproved share option schemes, see Practice Note: Unapproved share options. Step Details of step Resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a tax-advantaged share scheme Unapproved share options are often, but certainly not always, used when a company, or the employee, does not qualify to grant or be granted tax-advantaged share options (ie enterprise management incentives (EMI) schemes, company share option plans (CSOPs), save as you earn (SAYE) schemes, and share incentive plans (SIPs)). It is therefore important to first determine whether a tax-advantaged share scheme is possible and appropriate. For further detailed information on the eligibility criteria for the tax-advantaged share schemes, see Practice Notes: When is an EMI scheme appropriate?, How CSOPs work and key features, How SAYE schemes work and key features and What is a SIP?. As early as possible but before step 3 2 Decide...

Considerations and next steps for victims of fraud—checklist

Considerations and next steps for victims of fraud—checklist This Checklist is designed to assist individuals and companies who suspect they have been a victim of fraud. It considers the immediate steps they should take to gather and preserve evidence, obtain legal advice, mitigate and reduce risk and obtain emergency or urgent relief (such as freezing orders and insurance cover), including whether it is necessary to report a suspected fraud to the police and how to do so using the Action Fraud service. It also addresses the choice between issuing civil and criminal proceedings for fraud and explains the possibility of running a civil fraud claim in parallel with a criminal prosecution (private or public). This Checklist should be read in conjunction with the Practice Notes: • Starting a civil fraud claim—a practical guide • Civil fraud—heads of claim • Civil fraud—frequently asked questions (FAQ) • Commencing criminal proceedings—applying for the issue of a summons • Fraud—civil claim and private criminal prosecution compared For full guidance on fraud offence under criminal...

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Is it inside information?—flowchart

Is it inside information?—flowchart The chart below sets out in summary form the key information and questions that need to be considered when deciding whether information is inside information for the purposes of Article 7 of Regulation (EU)

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Directive 2014/57/EU on criminal sanctions for market abuse

BackgroundThe Market Abuse Directive 2003/6/EC (MAD) was adopted in 2003 and established a legal framework throughout the EU to protect market integrity against instances of insider dealing and market manipulation.Following the widespread damage caused by the financial crisis however, a review into the effectiveness of MAD was undertaken which led to the European Commission (Commission) proposing that MAD be repealed and replaced.As a result, on 12 June 2014 the text of two new legislative tools was published in the Official Journal of the European Union:•Regulation (EU) 596/2014 (EU Market Abuse Regulation), and•Directive 2014/57/EU on criminal sanctions for market abuse (CSMAD)Taken together, the EU Market Abuse Regulation and CSMAD replaced MAD and introduced a new market abuse regime across the EU that encompasses a wider range of markets, products and behaviour than was previously provided for.The EU Market Abuse Regulation and CSMAD became effective on 3 July 2016.As part of the Lisbon Treaty negotiations in 2009, the UK and Ireland negotiated the Protocol on the Position of the United Kingdom and...

Market Abuse—pre Market Abuse Regulation [Archived]

This Practice Note is archived as is not maintained. This Practice Note provides an overview of the civil/regulatory regime which governed market abuse and insider dealing before the coming into force of the Market Abuse Regulation (EU) 596/2014 on 3 July 2016. This regime applies to infringements and civil offences under FSMA 2000 which occurred before 3 July 2016.Insider dealing and market manipulation can constitute market abuse. In the UK, there are two distinct regimes running alongside each other which regulate and enforce market abuse and market manipulation:•the civil or regulatory regime, governed by the Financial Services and Markets Act 2000 (FSMA 2000) and, after 3 July 2016, the Market Abuse Regulation (EU) 596/2014, under which the Financial Conduct Authority (FCA) can issue civil fines and penalties for no-compliance with safeguards; and•criminal offences under the Criminal Justice Act 1993 (CJA 1993) and the Financial Services Act 2012 (FSA 2012)For further information on the criminal regime governing insider dealing and market manipulation, see Practice Notes:•Financial crime in the financial services sector...

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Memorandum on the responsibilities and obligations of a director of an AIM company

Memorandum on the responsibilities and obligations of a director of an AIM company 1 Introduction 1.1 This memorandum has been prepared for the directors and proposed directors (the Directors) of the Company to provide a general introduction to the principal responsibilities and obligations of a director of a company whose shares are admitted, or will be admitted, to AIM, a market operated by London Stock Exchange plc (LSE). 1.2 Once a company’s securities are admitted to trading on AIM, a company and its directors are subject to an increased layer of regulation. This includes requirements set out in the AIM Rules for Companies published by the LSE (AIM Rules), the Disclosure Guidance and Transparency Rules sourcebook (DTRs), the Prospectus Rules and the Market Abuse Regulation. 1.3 As a Director, you will be responsible (individually and collectively with your fellow Directors) for the Company's compliance with these provisions. The LSE has the power to fine or publicly censure an AIM company in the case of a...

EMI share option scheme rules

EMI share option scheme rules Rules of the [insert name of company granting EMI options] enterprise management incentives Scheme 1 Definitions and interpretation 1.1 Definitions In this Scheme, except where the context otherwise requires, the words and expressions set out below will bear the following meanings, namely: Acquiring Company • has the meaning ascribed to it in paragraph 39 of Schedule 5; Agreement • means the agreement entered into by an Eligible Employee, the Company and, where different, the person which grants an Option, in such form as the Directors will from time to time determine; Closed Period • means a period when the Directors are prohibited from dealing in shares under the Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) or any other regulation, act, guidance or code on transactions in securities which applies to the Company, including any share dealing code of the Company; Company • [name of company granting options] (Company No [insert registered number]); Control • has the meaning ascribed to it in Schedule...

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Is there a requirement to notify a change in the manner in which a PDMR holds their interest in an issuer under Article 19 of the Market Abuse Regulation where there is no change in beneficial ownership, eg where the PDMR's shareholding in the issuer has changed from one nominee account to another?

Is there a requirement to notify a change in the manner in which a PDMR holds their interest in an issuer under Article 19 of the Market Abuse Regulation where there is no change in beneficial ownership, eg where the PDMR's shareholding in the issuer has changed from one nominee account to another? The following are useful in interpreting the persons discharging managerial responsibility (PDMR) notification provisions of the Market Abuse Regulation (EU) No 596/2014 (Market Abuse Regulation): • Article 19 of the Market Abuse Regulation • Commission Delegated Regulation (EU) 2016/522 which covers certain detailed aspects of the Market Abuse Regulation and lays down rules with regard to (among other things) types of transactions triggering the duty to notify managers’ transactions • Benchmark Regulation (EU) 2016/1011 • City of London Law Society and Law Society Company Law Committees’ Joint Working Parties on Market Abuse, Share Plans and Takeovers Code Company Law Committee Market Abuse Regulation Q&As (Law Society Market Abuse Regulation Q&As) • ESMA Final Report:...

Would a debt for equity swap be legally and commercially viable where: a) multiple debts are owed to multiple creditors by an OpCo; b) the shares to be issued are shares in TopCo where the TopCo is a UK listed plc? In addition, could TopCo hold shares in treasury to satisfy these debts?

Would a debt for equity swap be legally and commercially viable where: a) multiple debts are owed to multiple creditors by an OpCo; b) the shares to be issued are shares in TopCo where the TopCo is a UK listed plc? In addition, could TopCo hold shares in treasury to satisfy these debts? A debt for equity swap (DES) is a popular restructuring method; financial creditors receive equity in the restructured vehicle in return for reducing or cancelling their debt claims against the company (and the rest of the group). For guidance on DES, see Practice Note: Debt for equity swaps. Can a DES be done for multiple creditors? A DES can be done undertaken for multiple creditors. The difficulties and indeed the complexities of executing a DES have been exacerbated by the increasingly complicated capital structures that have evolved in leveraged transactions since before the financial crisis. The constant layering of debt (there were some 12 layers of debt confronting those involved in the restructuring...

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ESMA consults on draft technical advice concerning MAR and MiFID II amendments in relation to SME growth markets

The European Securities and Markets Authority (ESMA) has published a consultation to gather feedback on changes to the Market Abuse Regulation (MAR) and Markets in Financial Instruments Directive II (MiFID II) introduced by the Listing Act. Responses are sought by 13 February 2025 and technical advice will be provided to the European Commission by 30 April 2025.

EU Law weekly highlights—12 December 2024

This week's edition of EU Law weekly highlights includes analyses on the Court of Justice ruling on the concepts of average consumer and aggressive or unfair commercial practice, the scope and impact of the upcoming Digital Operational Resilience Act, proposals for new EU telecom rules to be released in 2025, and Meta challenging Irish EU GDPR fine for ‘plaintext’ passwords data breach. In addition, this week the revised EU Product Liability Directive entered into force, the Council of the EU approved conclusions to strengthen the EU cybersecurity agency ENISA, adopted negotiating positions to strengthen EU passenger rights and approved conclusions on farmer-focused post-2027 Common Agricultural Policy, the European Commission established the European Board on Agriculture and Food and finalised ground-breaking EU-Mercosur trade deal, and the European Union Intellectual Property Office revealed EU Member States' readiness for new Geographical Indication protection system.