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Client Classification Checklist This checklist provides an overview of the Financial Conduct Authority鈥檚 (FCA) client classification requirements and may assist those seeking to classify clients as either retail clients, professional clients or eligible counterparties. 鈥� 1. Is the firm providing services relating to a child trust fund (CTF) (except for a personal recommendation relating to a contribution to a CTF) to the client? (COBS 3.4.2 R) If yes, the client is a Retail Client. If no, please see question 2. 鈥� 2. Is the firm providing any of the following services ('Eligible Counterparty Business') to the client? 鈼� Dealing on own account, executing orders on behalf of clients or receiving and transmitting orders 鈼� Carrying on any ancillary services directly related these services, or 鈼� Arranging in relation to business that is not MiFID or equivalent third country business. (COBS 3.6.1(2) R) If yes, please see question 10. If no, please see question 3. 鈥� 3. Is the client an entity required to be authorised or regulated to operate in...
Listing requirements and continuing obligations鈥攑remium listing and standard listing鈥攑rior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories. 聽The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime鈥攆undamentals.聽This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing鈥攑rior to 29 July 2024...
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Reconversion of stock to
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Takeover Code鈥擱ule 6鈥擜cquisitions resulting in an obligation to offer a minimum level of consideration This Resource Note outlines the main provisions of Rule 6 of The City Code on Takeovers and Mergers (Code), which deals with the circumstances in which an acquisition of an interest in shares in the offeree will result in an obligation to offer a minimum level of consideration. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+庐 UK analysis and resources, to give practical guidance on the interpretation and application of Rule 6. This Resource Note will be relevant to any stakebuilding exercise. Materials covered in this Resource Note include: 鈥� Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code 鈥� Panel Statements published by the Panel (P/S) and Panel Instruments 鈥� Public Consultation Papers (PCP)...
Distribution key concepts鈥攔epayment of capital Alongside the concept of new consideration, which is further explained in Distribution key concepts鈥攏ew consideration, the concept of repayment of capital is vital in determining whether certain transactions are distributions. At the broadest level the intention of the use of repayment of capital is to ensure that the definition of distribution captures only a real distribution of profits, in whatever form, by ensuring that payments which represent the return of capital contributed to the shareholders of a company are not treated as distributions. For more on distributions generally, see: Scope of distributions for tax purposes. Where is repayment of capital used? The concept of repayment of capital is used in: 鈥� Paragraph B鈥攁 distribution out of assets of the company in respect of shares in the company is not treated as a distribution to the extent that it is a repayment of capital 鈥� Paragraph G鈥攚ith effect from 17 July 2012, a transfer of assets that would have been a paragraph B distribution...
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Class rights provisions鈥攁rticles Add new definitions to 鈥榙efinitions鈥� article: A director 鈥� means any director appointed by holders of the A ordinary shares; B director 鈥� means any director appointed by holders of the B ordinary shares; A ordinary shares 鈥� means the A ordinary shares of [insert amount] each in the capital of the Company; B ordinary shares 鈥� means the B ordinary shares of [insert amount] each in the capital of the Company; eligible director 鈥� means a director who would be entitled to vote on the matter if proposed as a resolution at a meeting of directors; Add the following new clauses as required and renumber document accordingly: 1 Number of directors 1.1 The number of directors (excluding alternate directors) shall not be less than [two] in number[ nor more than [insert maximum number]] [ and shall be made up of [insert number] A directors and [insert number] B directors]. 2 Proceedings of directors 2.1 Subject to the provisions of these articles, the directors...
Board minutes鈥攑ayment of cash dividend鈥攑rivate limited company (shares) Company number: [insert company number] [insert company name] [LIMITED OR LTD] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR Ltd] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company鈥檚 articles of association)] [by [insert means of attendance for each director attending remotely]] [ In attendance: ] [[Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. The Chair...
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What is the meaning of section 29(1)(d) of the Companies Act 2006 which refers to 鈥榓ny resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members鈥�? Section 17 of the Companies Act 2006 (CA 2006) makes clear that a company鈥檚 constitution, in addition to the articles of association, will include a number of other types of resolutions and agreements, as described in CA 2006, s 29. These resolutions and agreements must be forwarded to the registrar for registration and made available to members on request. CA 2006 s 29(1)(c)鈥�(d) refer to resolutions or agreements of a class of members (as opposed to the membership as a whole). In relation to these sub-sections, see Commentary: Resolutions and agreements affecting a company's constitution: Buckley on the Companies Acts [1401], which notes: 鈥業t is apparently the intention to require the registration not only of resolutions or agreements for variation of class rights or other cognate matters where effected...
Is it possible to alter the terms of issue of shares (eg payment terms for partly paid shares) and, if so, is shareholder approval or a deed of variation required? The answer to this question will depend on a number of factors and circumstances that will be specific to each situation, including the status of the company, whether the partly paid shares in question constitute a separate class of shares and whether there are other holders of partly paid shares whose payment terms are not proposed to be changed, as well as on the provisions of a company鈥檚 articles and any relevant shareholders鈥� agreement. Companies Act It is worth starting out with section 581 of the Companies Act 2006 (CA 2006), which applies to both public and private companies, and states that: 'A company, if so authorised by its articles, may鈥ake arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares.' For further...
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Corporate analysis: The Takeover Panel (Panel) has published a consultation paper, PCP 2025/1, proposing amendments to the Takeover Code (Code) to address the regulatory treatment of dual class share structures (DCSS), clarify disclosure obligations at IPO, and simplify the rules governing share buybacks. The proposals aim to modernise the Code in light of recent market developments, particularly the FCA鈥檚 introduction of the UK Listing Rules, and to ensure that the Code continues to provide fair and effective protection to shareholders.
A round-up of key developments on State aid, first reported by the鈥疞exis+鈥疌ompetition team. This update covers the period 25 June鈥�1 July 2025.
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