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UK Law: The Overseas Persons Carve-Out The overseas persons carve-out can be relied on by third-country firms (TCFS): • That do not maintain a permanent place of business in the UK • That carry on certain activities that would otherwise be regulated (and require them to become authorized) either: - - - With or through an authorized (or exempt) person; or As a result of a "legitimate approach," which is an approach to, by, or on behalf of an overseas person that is in compliance with the UK financial promotion regime or an unsolicited approach Morgan Lewis 62

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