ÀÏ˾»úÎçÒ¹¸£Àû

View the related checklists about Due diligence

EU Securitisation Regulation—timeline

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...

Drafting a building contract/schedule of amendments—checklist

Drafting a building contract/schedule of amendments—checklist Once the procurement route and form of building contract has been selected (see Practice Note: Choosing the right procurement method—construction projects) the employer should consider the following matters and incorporate the appropriate drafting in the building contract particulars and schedule of amendments. This Checklist assumes that the parties are using a standard form of building contract, such as a JCT form, and that the employer is proposing the first draft including the completed contract particulars and a schedule of amendments, which amends the standard terms. This list is not exhaustive, however, and there may be other project specific matters/risks that need to be taken into account: Contractual matters • Carry out due diligence on the contractor The employer needs to carry out due diligence on the contractor at the outset to determine whether its financial position is acceptable. Confirm the contractor’s company number and name at Companies House. • Obtain consultants’ details Confirm the full details of the consultants engaged by the employer; some...

View the related flowcharts about Due diligence

International data transfers—flowchart

International data transfers—flowchart This Flowchart takes you through the various legal mechanisms for transferring personal data to a country outside the UK, eg: • an adequacy decision/regulation • appropriate safeguards like standard contractual clauses (SCCs) or International Data Transfer Agreement (IDTA), or binding corporate rules (BCRs), and • a derogation Such transfers are prohibited by the data protection regime unless you have one of these mechanisms in place. The mechanisms are designed to ensure data subjects are protected when their personal data leaves the UK. The mechanisms follow a hierarchy and this Flowchart will help you determine which is most appropriate for your organisation and processing activity. This Flowchart reflects the UK General Data Protection Regulation (UK GDPR). See also Practice Note: How to manage international personal data transfers. Note 1—adequacy decision/regulation You may transfer personal data to a country that has the benefit of a UK adequacy decision. Transfers made under an adequacy decision do not need any specific authorisation from the ICO. There...

View the related practice notes about Due diligence

Pensions due diligence in share sales—an introduction

THIS PRACTICE NOTE APPLIES TO ALL PRIVATE SECTOR PENSION SCHEMESIn a share sale, the buyer purchases the issued share capital of the target company. Through this acquisition, the buyer is commercially impacted by the contracts and deeds entered into by the target company. Moreover, the acquisition of the target does not change the contracts of employment the target company has agreed with its employees: the rights of both the target company and its employees continue irrespective of the target's change of ownership. This Practice Note summarises the pensions aspects of the due diligence carried out by the buyer in a share sale. For a detailed review of the due diligence issues that may arise where the target company:•participates in a defined benefit (DB) arrangement, see Practice Note: Pensions due diligence in share sales—issues specific to DB schemes•participates or contributes to a defined contribution (DC) arrangement, see Practice Note: Pensions due diligence in share sales—issues specific to DC schemesThe purpose of due diligenceDue diligence is the process by which a buyer...

Pensions due diligence in business sales

THIS PRACTICE NOTE APPLIES TO ALL PRIVATE SECTOR PENSION SCHEMESBusiness sales (also referred to as asset sales) involve a seller selling part, or all, of its physical business to a buyer. The buyer ends up assuming ownership of the contracts and assets specified in the business sale agreement. These contracts will typically include business contracts and the employment contracts for some, or all, of the seller’s employees as well as any plant, machinery, property, goodwill, etc.This Practice Note should be read in conjunction with the following Practice Notes:•Pension issues on a business sale—acting for the buyer•Pension issues on a business sale—acting for the seller•TUPE—what pension benefits should the transferee provide?The purpose of due diligenceDue diligence is the process in which a buyer obtains information on the seller's business and the accompanying liabilities. Lawyers acting on behalf of the buyer are often given access to an actual or virtual data room which holds copies of documents providing information on the seller and its business. Lawyers analyse the documents provided before preparing...

View the related precedents about Due diligence

Hotel purchase—additional licensing enquiries

Hotel purchase—additional licensing enquiries 1 Definitions [In these enquiries, Hotel Business refers to [insert definition of the hotel business]] 2 Licensing Act 2003 (LA 2003) 2.1 Is the Property used for any of the following licensable activities: 2.1.1 the retail sale of alcohol? 2.1.2 the supply of alcohol by, or on behalf of a club to, or to the order of, a member of the club? 2.1.3 the provision of regulated entertainment? 2.1.4 the provision of late-night refreshment? 2.2 If so, please: 2.2.1 supply a copy of the premises licence or the club premises certificate (including all conditions and undertakings); 2.2.2 supply a copy of the personal licence of the designated premises supervisor; 2.2.3 advise if any application is currently in progress for a variation to the premises licence and provide details; 2.2.4 [confirm that the holder of the premises licence will consent to the transfer of the premises licence to the Buyer (or to whomever the Buyer may nominate) on completion, and...

CDD beneficial ownership discrepancy report form

CDD beneficial ownership discrepancy report form 1 Instructions on completing this form If during the course of completing Client Due Diligence (CDD) checks or through ongoing monitoring obligations after a business relationship has been established, you discover a material discrepancy between the beneficial ownership information the [customer OR client] provides to you and the information on the relevant registers (eg Companies House register) you must complete this form and submit it to the [state who the form should be sent to, eg nominated officer, head of risk, compliance officer]. The [insert, eg nominated officer, head of risk, compliance officer] will then review the information/documentation and make a report to the relevant registrar or Commissioners. Only discrepancies which are ‘material’ are reportable, not typos or minor spelling mistakes. A material discrepancy one which by its nature, and having regard to all the circumstances, may reasonably be considered to be linked to money laundering or terrorist financing, or to conceal details of the business of the client....

View the related q&as about Due diligence

In the absence of a written agreement can a party unilaterally raise prices and if so, what notice provisions should be complied with?

In the absence of a written agreement can a party unilaterally raise prices and if so, what notice provisions should be complied with? A contract can be concluded (and subsequently varied) verbally or by conduct. In circumstances where there is no written contract between two parties, terms may have to be implied into the contract (or its purported variation) by statute or trade and custom. For more on implied terms see: Practice Note: Contract interpretation—express terms in contracts which explains how terms can be implied into a contract by fact, law or custom. It will be necessary to consider whether in the circumstances of this particular haulier/customer relationship there are any terms which can be implied into the contract as to: prices, the regularity of price reviews and the methods that the parties may use to notify the other of price variation (or any other contract variation for that matter). Our Practice Note: Contract variation explains that a contract can be varied by conduct. So, for...

In circumstances where a company has been selling product which is contaminated with Japanese knotweed, what potential liability could the company face and could the directors be personally liable?

In circumstances where a company has been selling product which is contaminated with Japanese knotweed, what potential liability could the company face and could the directors be personally liable? Environmental liability The company could be liable under a number of environmental regimes, including criminal liability under the: • Wildlife and Countryside Act 1981 (as amended) (WCA 1981) • Environmental Protection Act 1990 (EPA 1990) • Environmental Permitting (England and Wales) Regulations 2016 (EPR 2016), SI 2016/1154 Civil and other liability may also arise as set out below. Potential liability under the Wildlife and Countryside Act 1981 Offence Japanese knotweed (Polygonum cuspidatum) is an invasive non-native species (INNS). It is an offence under WCA 1981, s 14(2) if any person ‘plants or otherwise causes to grow in the wild' a plant listed in WCA 1981, Sch 9 Pt II (eg Japanese knotweed). Whether or not the company has committed an offence is likely to depend on how and where its customers have used the product and whether this has...

View the related News about Due diligence

AML: FATF plenary approves revised standards on payment transparency and guidance on financial inclusion and RBA

The latest Financial Action Task Force (FATF) plenary has announced, among other developments, that it has approved revisions to Recommendation 16 of the FATF Standards on strengthening payment transparency, in addition to endorsing new guidance on financial inclusion and the risk-based approach (RBA). The guidance includes approaches to address de-risking and the application of simplified due diligence (SDD). At the same time, the FATF has revised its assessment methodology to bring it in line with changes to Recommendation 1 of its Standards.

Four more banks endorse ICC Principles for Sustainable Trade Finance

Commerzbank, ING, Santander, and Standard Chartered have announced their endorsement of the International Chamber of Commerce (ICC) Principles for Sustainable Trade Finance. The Principles aim to set out clear, transparent and consistent guidelines to enable banks, corporates and investors to effectively channel capital towards sustainable and inclusive trade finance facilities.