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DPA suitability checklist

DPA suitability checklist Court's oversight of the interests of justice and fairness, reasonableness and proportionality The UK deferred prosecution agreement (DPA) regime provides for judicial oversight of DPAs. After negotiations as to the terms of a DPA have commenced and before it has been concluded, the court must determine: • whether it is likely to be in the interests of justice, and • that its proposed terms are fair, reasonable and proportionate Therefore, each factor must be supported by clear and persuasive proof in order to seek to persuade the court to approve the DPA. The declarations given under Schedule 17 Part 1, para 8 to the Crime and Courts Act 2013 (CCA 2013) to date provide insight into the court's approach as to when a DPA is suitable and this has, in turn, fed into the prosecutor's approach (see Practice Note: The SFO's approach to Deferred Prosecution Agreements (DPAs) [Archived]). For detailed information on DPAs in general, the process followed by the court when considering whether to...

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

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USA—Insider trading

USA—Insider trading The restriction on insider trading What is insider trading? Insider trading is usually associated with illegal conduct. However, the term actually includes both legal and illegal conduct. The legal version is when corporate insiders of a public company, eg officers, directors, and employees, buy and sell stock in their own companies. When corporate insiders of a US publicly traded company trade in their own securities, they should report their trades to the SEC. More information about this reporting obligation can be found in Forms 3, 5 and 5 in the Fast Answers databank of the Securities and Exchange Commission (SEC). Illegal insider trading is the buying or selling of a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security (MNPI). Other violations of insider trading violations include 'tipping' such information, securities trading by the person 'tipped', and securities trading by those who misappropriate such information. Because insider trading undermines investor confidence...

Part 26A restructuring plan deal debrief—ED&F Man Holdings Ltd

Part 26A restructuring plan deal debrief—ED&F Man Holdings Ltd ED&F Man Holdings Ltd applied for a Part 26A restructuring plan (RP) at a convening hearing in February 2022 and sanction hearing in March 2022. The key points appear below (capitalised terms not defined herein are as defined in the convening and sanction judgments). This deal debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company ED&F Man Holdings Ltd (the Company) Industry sector Agricultural products Place of debtor’s incorporation and jurisdictional factors EnglandThe Company executed a Deed of Contribution in favour of a subsidiary of the Company, ED&F Man Treasury Management PLC (MTM) and Volcafe Vietnam (borrowers under financing arrangements compromised under the RP) as previously the Company was merely a guarantor. Timeline 9 September 2020: Meade J sanctioned...

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Explanatory note for a client's Will—to spouse on flexible life interest trust with remainder on discretionary trust

Explanatory note for a client's Will—to spouse on flexible life interest trust with remainder on discretionary trust STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime. Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes: The abolition of the remittance basis of taxation from 2025–26 and A new residence-based regime for IHT from 2025–26. See also: Finance Bill Tracking Service: Key dates (Finance Bill 2025) and Finance Act 2025. [Your] Will—[name of testator]—explanatory note This explanatory note explains the main provisions of your Will. Please read this explanatory note and your Will carefully....

Will—unmarried, divorced, separated with children, no partner

Will—unmarried, divorced, separated with children, no partner FORTHCOMING CHANGE: Potential changes to Wills Act 1837 The Law Commission review of Wills has issued a final report on 16 May 2025 which includes in volume II a draft bill to replace the Wills Act 1837. For information on these changes, including draft legislation published, see Practice Note: Hot topic—modernising Wills and Modernising wills: Final Report Volume II: draft Bill for a new Wills Act. STOP PRESS: Abolition of non-dom regime and introduction of residence-based IHT regime. Finance Act 2025 (FA 2025) which received Royal Assent on 20 March 2025, implements legislation to abolish the remittance basis of taxation and replace it with a residence-based regime, commencing on 6 April 2025. FA 2025 also replaces domicile as the key factor in establishing liability to inheritance tax. Other changes include amendment of the rules determining excluded property status, the abolition of protected settlements status of offshore trusts, and changes to overseas workday relief. For information on these changes, see Practice Notes:...

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Under the gambling act legislation, guidance from the gambling commission or advertising standards, is there a maximum time period for which a prize competition can be open for? Prizes can be substituted by cash of equivalent value if the original prize is no available, but does the cash value need to be RRP value or the basic cost for which the promoter ascertained the prize?

Under the gambling act legislation, guidance from the gambling commission or advertising standards, is there a maximum time period for which a prize competition can be open for? Prizes can be substituted by cash of equivalent value if the original prize is no available, but does the cash value need to be RRP value or the basic cost for which the promoter ascertained the prize? Maximum time for which a prize competition can be open for Rule 8.17 of the CAP Code states that closing dates are a significant condition which must be included in marketing communications, where not doing so could be misleading. CAP outlines that most promotions are likely to need a closing date, but, closing dates may not always be necessary (ie if the offer’s duration is 'subject to availability' only, or is a loyalty scheme run on an open ended basis (rule 8.17.4.a of the CAP Code). However, where a promoter does not have a set closing date for a promotion, they must be able to...

Where a business tenant originally occupied premises under a fixed term licence and remained in occupation after it had expired, a lease was engrossed and executed by the landlord but not by the tenant. The landlord wishes to forfeit upon grounds contained within the licence and the unsigned lease which state that the tenant must comply with any requests of the local authority. Can the landlord rely on such terms to forfeit?

Where a business tenant originally occupied premises under a fixed term licence and remained in occupation after it had expired, a lease was engrossed and executed by the landlord but not by the tenant. The landlord wishes to forfeit upon grounds contained within the licence and the unsigned lease which state that the tenant must comply with any requests of the local authority. Can the landlord rely on such terms to forfeit? The Q&A appears to assume the premises concerned are occupied pursuant to a lease (only a lease can be forfeited). This may or may not be the case. Is there a tenancy? It is possible that the licence pursuant to which the tenant was occupying was in fact a lease. Whether this was the case will depend on the facts of the matter. The most significant determining factor is whether the occupier has exclusive possession of the premises (Street v Mountford). If the occupier had exclusive possession, it is more likely there was a tenancy....

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Companies face convergence of Anti-Terrorism Act, FCPA risks

Law360: In his 9 June 2025 guidelines on resumed enforcement of the Foreign Corrupt Practices Act (FCPA), Deputy US Attorney General Todd Blanche refers to the ‘Total Elimination of Cartels and Transnational Criminal Organisations’ as a primary factor for prosecutors to consider when choosing to pursue an FCPA investigation.

FTT confirms partner has no right of appeal after incorrect adjustment to personal self-assessment following partnership enquiry (Michael Kelly v HMRC)

Tax analysis: In Michael Kelly v HMRC, the First-tier Tax Tribunal (FTT) struck out the taxpayer’s appeal due to lack of jurisdiction, holding that an individual partner has no right of appeal against amendments to his personal self-assessment return following adjustments to the partnership return. HMRC’s assessments on the partner stood, even though the tax charged could be incorrect.