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Sustainable finance and ESG—timeline 2016–2021 [Archived]

Sustainable finance and ESG—timeline 2016–2021 [Archived] This timeline outlines the key developments relating to sustainable finance and environmental, social and governance (ESG) integration from a UK, EU and international perspective. Sustainable finance and ESG (including climate change) means broadly integrating ESG factors, risks and preferences in financial products and services, as well as in investment, financing and business decisions, operations and risk management. For more information, see Overview: Sustainable finance and ESG—overview. Date Source Document Description 23 December 2021 United Nations Environment Programme Finance Initiative Awareness-raising and training activities on sustainable finance by UNEP FI training department and its partners in 2021 The United Nations Environment Programme Finance Initiative (UNEP FI) has published a list of awareness-raising and training activities on sustainable finance run by its training department and partners in 2021. Webinar recordings and presentation slides of many of the events are available to view. 21 December 2021 Financial Conduct Authority Primary Market Technical Note 801.2: Disclosures in relation to ESG matters, including climate change...

Employment-related securities tax charges and common transactions in which they arise—checklist

Employment-related securities tax charges and common transactions in which they arise—checklist The checklists below highlight key chargeable events that can result in employment-related securities income tax and National Insurance contributions (NICs) charges, namely: • the acquisition of employment-related securities by an employee or director • events during an employee or director's ownership of employment-related securities • the disposal of employment-related securities by an employee or director other than to associated person, and • the acquisition and disposal of unapproved employment-related securities options This note also contains a table setting out guidance on some common transactions where employment-related securities tax charges can arise. Where income tax charges arise in relation to employment-related securities for which the employing company is required to account to HMRC via PAYE, note that further income tax and NICs charges can also arise if the employee or director fails to reimburse the employer by 5 July following the end of the tax year in which the original charge arose (for more details see Practice Note: Notional payments...

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UK Corporate Governance Code: comparison between 2012 and 2014 editions—checklist [Archived]

UK Corporate Governance Code: comparison between 2012 and 2014 editions—checklist [Archived] Checklist—2012 and 2014 editions of the UKCG Code compared This archived Checklist is a summary of how the 2014 edition of the UK Corporate Governance Code (UKCG Code or Code) differed from the previous edition published in September 2012. In September 2014, the Financial Reporting Council published a revised version of the UKCG Code following its two-yearly consultation on possible UKCG Code changes launched in April 2014. The 2014 edition applies to companies with accounting periods beginning on or after 1 October 2014. The following table shows how the 2014 edition of the UKCG Code differs from the previous edition published in September 2012. Provision 2012 edition 2014 edition Preface Wording specific to the 2012 edition and preceding review of the UKCG Code has been removed and the overall section revised. The Main Principles Updated wording to reflect the changes made to the main principle wording in Sections D and E. Provision...

Best Practice Guide for Term Sheet Completeness—Explainer

Best Practice Guide for Term Sheet Completeness—Explainer The Loan Market Association and European Leveraged Finance Association published a guide in November 2020 (updated in 2021) entitled Best Practice Guide for Term Sheet Completeness, for use on leveraged finance transactions. The aim of the Best Practice Guide is to assist investors in the investment decision by ensuring that leveraged finance term sheets contain as much detail as possible as to key terms. To this end, the Best Practice Guide sets out a list of those provisions identified by investors as being of material importance to their investment decision. The Best Practice Guide presupposes a high level of understanding of leveraged finance terms and jargon. The Best Practice Guide lists the terms that should be included, and under each term sets out a bullet point list of the various points that the term sheet should cover in relation to that particular term. This Practice Note lists out the terms referred to in the Best Practice Guide and, under the heading Provision,...

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Anti-dilution ratchet provisions—articles—non-leveraged investment

Anti-dilution ratchet provisions—articles—non-leveraged investment Add new Article 14 as follows: 14. Anti-dilution 14.1 In this Article 14, unless the context otherwise requires the following expressions shall have the following meanings: New Securities means any Shares or other securities convertible into, or carrying the right to subscribe for Shares, issued by the Company after the date of adoption of these Articles. 14.2 If the Company issues any New Securities at a price per Share less than the Issue Price of the Preferred Shares (Qualifying Issue), the Company shall, subject to Article 14.6, make a bonus issue of such number of [Ordinary OR Preferred] Shares (Anti-Dilution Shares) to each holder for the time being of Preferred Shares (Exercising Investors) calculated as follows (rounding down to the nearest whole Share): [ [Full Ratchet] ADS = (TP / P) – N Where: ADS = the number of Anti-Dilution Shares; TP = the total amount subscribed (whether in cash or by way of conversion of loan) by such Exercising Investor for...

Equity warrant instrument—private limited company

Equity warrant instrument—private limited company This Warrant Instrument is dated [insert date] Parties 1 [Name of Issuer], incorporated in England and Wales under number [company number] whose registered office is at [address] (Company) Background The board of directors of the Company has by resolution passed on [insert date] authorised the creation of warrants giving their holders the right to subscribe for new shares in the capital of the Company at a subscription price and on the terms set out in this Instrument. THIS INSTRUMENT PROVIDES: 1 Definitions and interpretation 1.1 In this Instrument, unless the context otherwise requires the following expressions shall have the following meanings: Adjustment Event • has the meaning set out in paragraph 3 of Schedule 4; Articles • means the articles of association of the Company for the time being; Business Day • means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London; Certificate • means...

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Are there any special provisions for the transfer of deferred shares?

Are there any special provisions for the transfer of deferred shares? Deferred shares A deferred share is one where the ability to participate in dividends or a return of capital is deferred to all other classes of share capital, including ordinary shares. Such shares (sometimes referred to as ‘founders’ shares’) may be granted to promoters of a company to give them a stake in the company while leaving the voting shares available for subscription by other investors. In recent times, deferred shares have commonly arisen on a conversion of shares (pursuant to a company’s articles) where convertible preference shares convert into a certain number of ordinary shares. A company’s articles may provide that if the resulting nominal value of the ordinary shares is less than that of the original convertible shares, the excess nominal value will be converted into deferred shares. This ensures there is no reduction of capital on the share conversion. Founders’ shares typically carry good leaver or bad leaver provisions (and/or a vesting...

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Escalator ground rents and solicitors’ negligence claims (Arrassey v Nelsons)

Property Disputes analysis: This case illustrates the problems still presented to leaseholders by ‘escalator ground rent’. The claimant, Arrassey, claimed damages for negligence against its former conveyancing solicitors, Nelsons. In 2006–07, Arrassey purchased new-build leasehold flats subject to ground rents which increased exponentially over the lease terms. It subsequently discovered that similar ground rents were making leasehold property difficult or impossible to sell or re-mortgage; it sued Nelsons, alleging that it had been negligently advised when purchasing the flats. The court dismissed the claim, concluding that these specific ground rent provisions were not onerous, and even if they had been, a reasonably prudent solicitor in 2006–07 was not under a duty to give more advice than Nelsons had done. It also considered that the correct measure of loss would have been diminution in value of the flats at purchase as a result of the provisions (had they been onerous), not Arrassey’s subsequent costs of extrication. Written by Richard Fowler, barrister, at Maitland Chambers.

Insurance Europe warn against revealing cyber-risk test results

Law360, London: Insurance Europe are warning against publishing the results of potential EU stress tests to assess the ability of the sector to handle cyberattacks and data breaches, saying doing so could make companies susceptible to malicious operators.