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Issues to consider when drafting a settlement agreement—checklist (employer)

Issues to consider when drafting a settlement agreement—checklist (employer) The employer (and its advisers) should consider the following issues: Preparatory steps • Obtain from the employer: ◦ a copy of the departing employee's latest contract of employment/other relevant documents containing contractual terms (NB these may be in a staff handbook) ◦ details of the contractual benefits enjoyed by the employee ◦ relevant information regarding the employee's pension benefits ◦ relevant information regarding any shares/share options, etc held by the employee? Consider the Articles of Association/any relevant shareholder agreement, share scheme documentation, etc. See also Shares and share options below Status of negotiations • Will negotiations take place between the parties directly, or between their respective legal advisers? • How strong is the employer's negotiating position? How strong are the employee's claims or potential claims? In the case of dismissal, is there a fair reason and has the employer carried out a fair procedure? Is the employer in repudiatory breach? What is the employer prepared to offer initially, and is that...

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...

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Income tax and NICs treatment of EMI options on exercise flowchart

Income tax and NICs treatment of EMI options on exercise flowchart The enterprise management incentives (EMI) scheme is a highly flexible and tax-efficient scheme designed specifically for small or medium-sized companies. While the EMI eligibility criteria are very strict, this is countered by the fact that the income tax and National Insurance contributions (NICs) treatment of qualifying EMI options which have been implemented and operated correctly is extremely favourable. This flowchart details the income tax and NICs treatment of qualifying EMI options as detailed in sections 527–541 of the Income Tax (Earnings and Pensions) Act 2003. For an explanation of the capital gains tax treatment of EMI options, see Practice Note: EMI—CGT, including business asset disposal relief and corporation tax relief. This flowchart must be read in conjunction

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Key features of the debt capital markets

What are the capital markets?If a corporate entity wishes to raise money (ie 'capital'), it usually has three main options available to it. It can, where it has the power to do so:•issue shares (to raise share capital)—this is usually done through the equity capital markets•borrow the money from an institution such as a bank (to raise loan capital)—this is done through the loan markets (see: Types of lending—overview), or•issue debt securitiesThis Practice Note looks at issuing debt securities. Where an entity raises capital by issuing debt securities, it does so in the debt capital markets.What is a debt security?In the context of the capital markets, a security is a document (which may be dematerialised) that evidences a debt or an investment. It is different from the term 'security' in the sense of security interests such as mortgages and charges (see Practice Note: Types of security).Capital markets securities can be divided into two categories:•equity securities, eg ordinary shares (see Practice Note: Different classes of share capital), and•debt securities, eg bonds,...

What are regulated activities?

Under the general prohibition a person cannot carry out a regulated activity, or purport to carry out a regulated activity, in the UK unless they are either:•an authorised person, or•an exempt personAn authorised person can only carry out regulated activities for which they have been given specific permission by the either the Financial Conduct Authority (FCA) or Prudential Regulation authority (PRA) (depending on the regulated activities carried on) under each regulator's respective authorisation process. For detailed guidance on the process for applying for Part 4A permission from either the FCA or PRA, see Practice Note: FCA and PRA authorisation under Part 4A of FSMA 2000 This Practice Note explains what constitutes regulated activities under the UK regulatory regime.Classes of activity and categories of investmentAn activity is a regulated activity if it is:•an activity of a specified kind which is carried on by way of business, and•relates to a specified investment or property of any kindIn addition, an activity is a regulated activity if it is an activity of a specified...

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Step-in rights and SRA compliance clauses: law firm outsourcing agreement

1 Definitions for Step-in rights and SRA compliance clauses: law firm outsourcing agreement Applicable Laws means: (a) the laws of England and Wales [and [insert other specific applicable laws, eg of other jurisdictions where the Services will be performed]]; (b) any other laws or regulations; (c) any industry codes, policies or guidelines issued by a Regulator as notified to Supplier by Customer from time to time in each case, as these are applicable to the performance of the Services; Confidential Information ...

Power to invest in ethical investments only—clause

Power to invest in ethical investments only—clause 1 Money for the time being subject to this trust and requiring investment shall be invested in the purchase or acquisition of shares, stock, debentures, loan stock or other securities of

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What are the formalities for using a registered society seal?

What are the formalities for using a registered society seal? Where a company has a seal and it is being utilised, practitioners must ensure that it complies with the relevant section of the Companies Act 2006 (CA 2006). However, note that not all companies have a company seal and even companies that do have seals are not obliged to execute simple documents under seal. CA 2006, s 45(2) further states that company seals are required to have the company's name clearly and legibly inscribed on them. Failure to comply with this requirement results in a criminal offence being committed by the company and each of its officers (CA 2006, s 45(3)). Where execution using the company seal is adopted, the common seal will normally be affixed to the deed in the presence of the company secretary and one director, or two directors, who attest the sealing by countersigning the deed and describing themselves by their respective offices. Additionally, if a seal is to be used for...

When would the acquisition of a private company be structured as a takeover offer?

When would the acquisition of a private company be structured as a takeover offer? While the acquisition of a private company is typically effected through the buyer(s) and seller(s) entering into a contractual arrangement documented by a share and purchase agreement, there are some circumstances where the transaction may need to be effected by way of a takeover offer under the Companies Act 2006. Such circumstances include: • where the Takeover Code applies to the acquisition—in addition to applying to acquisitions of all UK public companies, the Takeover Code applies to offers for private companies with securities which have been publicly traded in the UK at any time

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IOSCO launches network to aid the utilisation of ISSB Standards

The International Organisation of Securities Commissions (IOSCO) has issued the establishment of a dedicated network to aid in the adoption and utilisation of IFRS Sustainability Disclosure Standards (ISSB Standards), accompanied by the International Sustainability Standards Board (ISSB). The network will commence with 32 IOSCO members from its Growth and Emerging Markets Committee (GEMC), encompassing 31 jurisdictions.

ESMA launches consultation on EU code of conduct for issuer-sponsored research

The European Securities and Markets Authority (ESMA) has published a consultation on draft Technical Standards (RTS) to establish an EU code of conduct (EU CoC) for issuer-sponsored research. The EU CoC aims to enhance trust and use of issuer-sponsored research by setting standards of independence, objectivity, and procedures for identifying, preventing, and disclosing conflicts of interest. Responses are sought by 18 March 2025 with ESMA set to submit final draft Regulatory Technical Standards to the European Commission by 5 December 2025.