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Establishing a share incentive plan (SIP) and granting SIP awards鈥攁ll-encompassing resource pack For more general information on share incentive plans (SIPs), see Practice Note: What is a share incentive plan? Step Details of step Lexis庐PSL resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a SIP. The SIP regime is prescriptive and sets out numerous requirements that must be met at the time the awards are granted, including in relation to the company granting the awards. It is essential to establish whether the company whose shares are being granted under award qualifies to operate a SIP first. The proposed award holder(s) must also meet certain requirements in order to be granted SIP awards. For further detailed information on the SIP eligibility requirements relating to the company, see Practice Note: SIPs鈥攓ualifying companies and type of shares. For further detailed information on the SIP eligibility requirements relating to the employee, see Practice Note: SIPs鈥攚ho can be granted an award? For a checklist...
Issuing high yield bonds鈥攄ocuments list The documents listed below provide an overview of the core transaction documents typically used to document a high yield bond issuance. The description for each provides an explanation of the document's purpose and the parties which typically enter into them. Additional documents may be required to deal with aspects of a specific transaction (such as escrow arrangements) or to reflect bespoke arrangements. Document Description 144A Global Note A single note signed by the issuer which represents the entire amount of debt in relation to the Rule 144A issuance.Section 5 of the US Securities Act 1933 requires all offers and sales of securities in the US to be registered with the Securities and Exchange Commission (SEC) unless an exemption applies. Rule 144A is a safe harbour exemption from the section 5 requirement and it enables the initial purchasers of the bonds (see Purchase Agreement below) to resell the bonds to 'qualified institutional buyers', institutional investors who meet certain criteria.For more information on Rule 144A,...
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Managing conflicts of interest in pensions THIS PRACTICE NOTE APPLIES TO TRUST-BASED OCCUPATIONAL PENSION SCHEMES Legal requirements in relation to conflicts of interest Pension scheme trustees have a duty to act in the best interests of the scheme's beneficiaries. However, trustees may owe duties to other parties or have personal interests which conflict with that duty. It is a general principle of trust law that trustees should not put themselves in a position where their duty to act in the best interests of beneficiaries conflicts with duties that they owe to other parties or with their personal interests. If trustees make decisions while subject to a conflict of interest that has not been appropriately managed, there is a risk that those decisions may be challenged by scheme members or overturned by the courts. It is important that the members of a scheme should perceive a conflict or potential conflict as having been properly managed. The directors of a company that acts as a trustee of a...
Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower鈥檚 existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...
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Consultancy agreement鈥攃ompany and individual鈥攑ro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant鈥檚 name] [Insert consultant鈥檚 address] [Insert date] Dear [insert consultant鈥檚 name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks鈥 OR months鈥橾 prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks鈥 OR months鈥橾 notice in writing during such fixed period terminating the...
Distribution agreement鈥攏on-exclusive鈥攕hort form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales 鈥 has the meaning given in Article 8(7) of VABEO; Affiliate 鈥 means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where 鈥渃ontrol鈥 means the beneficial ownership of...
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Is it acceptable for a liquidator and the only creditor in an insolvency situation to be represented by the same solicitor? Or is this a conflict? Both insolvency practitioners (IPs) and solicitors are members of professions that are governed by separate ethics codes. Both IPs and solicitors, before accepting an appointment or an instruction, should carry out documented procedures to ensure that there would not be a conflict of interest or breach of their ethics code in accepting the appointment or instruction. The question does not specify whether the conflict concerned would be for the solicitor or the IP and although both issues are considered, this answer deals primarily with the IP and whether the IP would have a conflict of interest. The insolvency ethics code sets out a framework approach that is to be followed in all cases to establish whether there is a conflict of interest. The IP should first of all assess whether there are any threats to the fundamental principles of integrity,...
Can we have a COLP who works part-time? All firms must have a compliance officer for legal practice (COLP), authorised by the SRA. This Q&A explains whether your COLP has to be full-time or whether you can appoint someone who works on a part-time basis. It also explains whether you have to notify the SRA is your existing COLP reduces their working hours. What do the rules say? The SRA Authorisation Rules are prescriptive about the COLP鈥檚 status (manager or employee of the firm as defined in the SRA Glossary) but not about their hours and there is no formal requirement for the COLP to work full-time. The question, however, is whether the COLP can discharge their regulatory duties on a part-time basis. These duties are: 鈥 take all reasonable steps to ensure compliance with the SRA Handbook (apart from the Accounts Rules), terms and conditions of the firm鈥檚 authorisation and other relevant legislation/regulation 鈥 report material compliance failures to the SRA as soon as reasonably...
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This week's edition of Energy weekly highlights includes: news analysis on Ofgem's approval of the TMO4+ grid connection reforms package, the Department for Energy Security and Net Zero (DESNZ)'s publication of an open letter announcing funding through GB Energy for domestic offshore wind supply chains, along with an amendment to the GB Energy Bill adding measures against slavery and human trafficking, and DESNZ's call for evidence on civil and defence nuclear regulatory framework. In addition this week, DESNZ launched a consultation on revenue support regulations for greenhouse gas removals and power bioenergy with carbon capture and storage (BECCS) business models, DESNZ's publication of its response to the Smart Secure Electricity Systems Programme consultation, Ofgem's publication of its consultation decision on revised special conditions for transmission licences and DESNZ's consultation launch on revised National Policy Statements for energy infrastructure.
This week鈥檚 edition of Family weekly highlights includes details of the Domestic Abuse Commissioner鈥檚 report on babies, children and young people鈥檚 experiences of domestic abuse and a speech by the President of the Family Division for the Katherine Gieve Memorial Lecture. The Court of Appeal鈥檚 clarification of the approach to the test for the appointment of intermediaries is analysed. Recent judgments, including the Supreme Court's decision on gender recognition and the Equality Act 2010, together with consideration of expert fees in public law children cases, are also set out. A new Practice Note containing links to flowcharts in Lexis+庐 UK covering a wide range of family law issues is also set out, together with a new template order approving instruction of an expert whose hours or rates exceed Legal Aid Agency limits in public children cases.
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