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EU Securitisation Regulation—timeline This timeline shows key developments relating to Regulation (EU) 2017/2402 (the EU Securitisation Regulation) from January 2024 onwards. For earlier developments, see EU and UK Securitisation Regulations—timeline [Archived]. 2025 Date Source Document Description 1 April 2025 AFME The Joint Associations’ response to the ESMA consultation of February 2025 on the revision of the disclosure framework for private securitisation AFME, Commercial Real Estate Finance Council (CREFC) Europe and International Capital Market Association (ICMA) submitted a joint response to the European Securities and Markets Authority's (ESMA) consultation on revising private securitisation disclosure requirements. The joint response argues against: introducing a simplified reporting regime for EU-originated securitisations before wider reforms, citing concerns about potential changes to private securitisation definitions, continued template-based reporting requirements, and unresolved third-country reporting issues. They propose an alternative approach focusing on supervisory reporting needs while allowing more flexible investor disclosures.See: LNB News 01/04/2025 71. 31 March 2025 EBA Joint Committee Report on the implementation and functioning of the Securitisation Regulation (Article 44) The Joint Committee...
Mandatory Disclosure Rules (MDR) hallmarks—Table This Table sets out the hallmarks for the Mandatory Disclosure Rules (MDR) regulations in effect from 28 March 2023 which implement the Organisation for Economic Cooperation and Development (OECD) model rules in the UK and entirely revoke EU Directive 2018/822 DAC 6 in the UK from the same date. It is designed to be read alongside the main Practice Note: Disclosable cross-border tax arrangements—Mandatory Disclosure Rules (MDR). The generic hallmark for a Common Reporting Standard (CRS) avoidance arrangement is any arrangement where it is reasonable to conclude that it has been designed to circumvent CRS legislation or has been marketed as or has the effect of doing so. Just because an arrangement has the effect of non-reporting does not mean that it circumvents the CRS legislation—it would also need to be reasonable to conclude that the arrangement undermines the intended policy of the CRS legislation. There are also specific hallmarks which identify known features of CRS avoidance arrangements. These specific hallmarks have been...
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Reporting on the findings of the due diligence review in a private equity buyout transaction This Practice Note is part of the Lexis+® UK Corporate private equity buyout transaction toolkit. The reporting process Each adviser engaged to conduct due diligence should both report their key findings (especially any key issues and problems) as they are discovered and also then prepare a due diligence report to highlight material issues arising from their review exercise. The advisers’ engagement letters should set out the agreed timing, form and content of the due diligence report. Draft or interim reports may be prepared and circulated periodically throughout the process, so that material issues can be dealt with as they arise. Often, by the time the final report is submitted to the private equity investor, the investor will be aware of all material issues which may affect the transaction. The purpose of a legal due diligence report is to: • give the investor sufficient information about the target and to summarise that information...
Fitness for purpose in construction contracts A contractor or consultants’ standard of care in relation to design is a common source of disagreement between the parties to a construction project. In most cases the contractor or consultant will be trying to avoid accepting a 'fitness for purpose' obligation in relation to the design—either express or implied. This Practice Note examines what the so-called 'fitness for purpose' obligation is, who is subject to it and who isn't, where it comes from and why contractors and consultants are keen to avoid accepting it. It also includes example clauses and considers whether a contractor should accept them. The amount of design that a contractor or consultant may carry out under their contract or appointment will vary but, regardless of the extent of design undertaken, the principles dictating the standard of care in respect of that design will be the same. Where does the fitness for purpose obligation come from? The fitness for purpose obligation derives from legislation regarding product liability and...
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Written resolution—completion of investment agreement—members—newco Company number: [insert number] The companies act 2006 Private company limited by SHARES Written resolutions OF [insert company name] Limited (the Company) Circulated on [insert circulation date] Pursuant to Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Company propose that Resolution 1 [and] [[insert number(s) of any additional proposed ordinary resolutions]] below be passed as [an] ordinary resolution[s] and that Resolutions 2 [ [and OR ,] 3 [insert number(s) of any additional proposed special resolutions]] below be passed as [a] special resolution[s]. ordinary resolution[S] 1 THAT subject to and conditional on the passage of Resolution 2, the directors are generally and unconditionally authorised, for the purpose of section 551 of the Companies Act 2006 and generally, to exercise all and any powers of the Company to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company to any person, at...
Specimen Dealing Code This Precedent is a memorandum that sets out the details of the ‘specimen’ dealing code. The specimen dealing code is the product of an industry-led development of codes, guidance and best practice prepared by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants who agreed that it would be of great benefit for listed and quoted companies to be able to turn to an equivalent version of the Financial Conduct Authority’s (FCA) Model Code. The Model Code was deleted by the FCA as a consequence of the implementation of the Market Abuse Regulation (EU) No 596/2014 on 3 July 2016. Companies with a former premium listing of equity shares were required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) dealing in the companies’ securities. The assumption is that listed companies will apply the dealing code to PDMRs and those other individuals whom they wish to be covered...
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What is a retail offer in the context of an IPO or secondary offer? A retail investor is an individual investor who buys and sells shares for their own account. Retail investors typically invest in small amounts of shares and trade infrequently. A retail investor can be distinguished from an institutional investor, such as a pension fund, hedge fund or insurance company, that makes investment decisions on behalf of its individual members. Institutional investors typically trade in large tranches of shares. As the name suggests, a retail offer is an offer of shares by a company to retail investors. Most IPOs and secondary offers on the Main Market and AIM only involve an offer to institutional investors structured as a placing of shares to a limited number of professional investors. Institutional placings can be done quickly with lower associated costs than for other methods of marketing shares. One reason why a company is discouraged from pursuing a retail offer when doing a secondary fundraise is that...
What is a cornerstone investor and how popular are they in UK IPOs? A cornerstone investor is an investor who commits to taking a fixed value of shares (often a sizeable amount) in an IPO at an early stage in the IPO process and before the main investor roadshow and bookbuilding commence. The IPO process typically begins with a series of early look meetings with a small number of potential investors before the official launch of the IPO in order to gauge market interest in the company and identify whether an IPO is appropriate. If the company decides to go ahead, it will go through a ‘pilot fishing’ exercise which involves senior management holding meetings with more prospective institutional investors. At this point, the company may identify some potential cornerstone investors who are given access to more information on the company and more management time (often referred to as ‘deep dive’ meetings). Next comes a period of investor education during which analysts speak to investors about...
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The Financial Conduct Authority (FCA) has published a press release and issued a First Supervisory Notice (FSN) to Direct Trading Technologies UK Ltd (DTT), exercising its own-initiative powers under sections 55J and 55L of the Financial Services and Markets Act 2000 (FSMA 2000) to vary DTT’s Part 4A permission to perform regulated activities and impose requirements on DTT in order to restrict its access to its assets. The FCA’s regulatory intervention follow its concerns regarding DTT’s inadequate financial crime systems and controls, poor governance and oversight, and its failure to be open and cooperative with the FCA and appropriately disclose information. The FCA adds that the information provided to the firm’s auditor appears to be inconsistent with information separately provided by the firm to the FCA. DTT is required to ensure that all open trading positions have been closed and investor money is set aside for customers. The firm can no longer offer regulated services, including trading.
Ireland—Banking & Financial Services analysis: LMTs, SIU, ESG, AIFMD Q&A, Stop the Clock, leverage, MiFID II research, MiFID II order execution, EMIR clearing thresholds, AI, insider lists. This article was written by the Insurance & Reinsurance team of A&L Goodbody LLP
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