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連載コラム・欧州Ｍ＆Ａ最前線＞12月・１月

Published on 31 Jan 2019. By Nigel Collins, Partner, Head of Japan Desk

2019年の幕開けは、東京と香港への出張で忙しくも生産的だった。ブレグジット問題の目まぐるしい展開は、やはり大きな話題となっていた。英国の誰もがそうだろうが、交渉がここまで遅れ、まだ合意が成り立っていないことに私も驚いている。（

Part Two: Side letters and fundraising

Published on 28 Jan 2019.

In this second of a three part series, we look more closely at side letters and most favoured nation (MFN) clauses in the private equity space.

Part One: Overview of side letters & MFNs when investing in private equity funds

Published on 14 Jan 2019.

In the first of a three part series we consider the importance of side letters and most favoured nations (MFN) clauses in private equity funds.

連載コラム・欧州Ｍ＆Ａ最前線2018年９月・10月

Published on 07 Dec 2018. By Nigel Collins, Partner, Head of Japan Desk

今月のテーマは電気自動車（ＥＶ）のための新規制だ。急速に進展するＥＶ産業のアドバイザーたちと業界トレンドについて話し合い、また伊藤忠商事がカーシェア・スタートアップ企業に投資するに当たり助言する中で、ＥＶ市場全般について考えたことを受け、このテーマを取り上げることにした。

連載コラム・欧州Ｍ＆Ａ最前線＞2018年11月

Published on 30 Nov 2018. By Nigel Collins, Partner, Head of Japan Desk

クリスマスまであと数日。オフィスには、すでに休暇入りした同僚達の空席がちらほら見られる一方、年内に取引やプロジェクトを完了しようと奔走する姿も目立つ。クリスマスと元日の間には営業日が２、３日あるが、ロンドンの金融街シティーは空っぽだろう。（ナイジェル・コリンズ／Ｍ＆Ａ専門弁護士）

Budget 2018 – 10 key business tax takeaways

Published on 08 Nov 2018. By Ben Roberts, Partner

連載コラム・欧州Ｍ＆Ａ最前線2018年８月

Published on 06 Nov 2018. By Nigel Collins, Partner, Head of Japan Desk

今月のコラムは、涼しい雨の東京で書いている。ここ1週間、ミーティング続きで忙しかったが、話題の中心はやはり英国の欧州連合（ＥＵ）離脱とそのＭ＆Ａへの影響だった。全般的に、ブレグジット交渉が完結するまでは、英国でのＭ＆Ａ取引の法的枠組みに変わりはない。

＜連載コラム・欧州Ｍ＆Ａ最前線＞2018年７月

Published on 21 Sep 2018. By Nigel Collins, Partner, Head of Japan Desk

日本と違いロンドンでは気候が変わり、全般的にずいぶんと涼しくなった。この夏は長く異例の暑さったが、Ｍ＆Ａ市場もそれに負けない熱気を帯びた。当社各部門も多忙を極め、今なお次々とＭ＆Ａや投資の取引が成立している。今のところ、この活況は夏が終わっても続きそうな勢いだ。（ナイジェル・コリンズ／Ｍ＆Ａ専門弁護士）

＜連載コラム・欧州Ｍ＆Ａ最前線＞2018年６月

Published on 23 Aug 2018. By Nigel Collins, Partner, Head of Japan Desk

サッカーのワールドカップ（Ｗ杯）で、イングランドと日本が共に見事な活躍を見せ、熱い感動を与えてくれた後、ロンドンで夏のきらめきを楽しんでいる。「もしあのとき…」という思いが胸を過ぎる。日本が後半戦の最後の10秒に、ベルギーを振り切っていたら。イングランドが前半で、クロアチアから奪った得点を守っていたら。日本の会社に例えるならば、千載一遇のチャンスを逃さないことが、ビジネスを成功に導くのだと思う。

RPC Retail Compass 2018 Summer Edition

Published on 27 Jul 2018. By Nigel Collins, Partner, Head of Japan Desk

Legal and policy changes affecting retail.

Good news for UK share sellers - capital gains tax relief relaxed

Published on 27 Jul 2018. By Ben Roberts, Partner and Nigel Collins, Partner, Head of Japan Desk

The UK's entrepreneurs' relief (ER), which is already a valuable tax relief for individual UK-resident sellers of trading companies, is about to become a little more generous.

連載コラム● 欧州Ｍ＆Ａ最前線 2018年５月 ● 欧州連合（ＥＵ）営業秘密保護指令の施行により、背信行為を巡る訴訟が増加する見通しとなっている

Published on 27 Jun 2018. By Nigel Collins, Partner, Head of Japan Desk

ところで、欧州連合（ＥＵ）営業秘密保護指令の施行により、背信行為を巡る訴訟が増加する見通しとなっている。当社の同僚たちがこのほど、これについてまとめたので紹介する。 営業秘密保護の現状はどうなっているのか。

When can the Secretary of State intervene in a merger or acquisition?

Published on 30 May 2018. By Nigel Collins, Partner, Head of Japan Desk

This post sets out the circumstances in which the Secretary of State has been able to intervene in a merger or acquisition to date and looks at the ongoing consultation to protect national interests.

連載コラム・欧州Ｍ＆Ａ最前線 2018年４月

Published on 18 May 2018. By Nigel Collins, Partner, Head of Japan Desk

今朝のロンドンは美しく晴れ渡っているが、私は剣道英代表チームとの２日間にわたる稽古のせいで体中が筋肉痛だ。それはともかく、今回のテーマは暗号通貨（クリプトカレンシー）。中でも、暗号通貨発行による資金調達に適用される規制について取り上げてみたい。

Japanese banks joining Softbank's $100bn Vision Fund

Published on 10 May 2018. By Nigel Collins, Partner, Head of Japan Desk

MUFG, Mizuho, and Sumitomo Mitsui Banking Corporation will be among the final investors in SoftBank's Vision Fund

How hard is it to learn English?

Published on 02 May 2018. By Nigel Collins, Partner, Head of Japan Desk

As English is by far the number one language of business and politics, many non-native speakers have no choice but to overcome this challenge

Lisbon, a near-shore hub for UK business

Published on 01 May 2018. By Nigel Collins, Partner, Head of Japan Desk

Hosting a meeting at Hitachi Consulting's offices in Lisbon

Potentially largest ever Japan outbound deal

Published on 25 Apr 2018. By Nigel Collins, Partner, Head of Japan Desk

Takeda makes its 5th offer for Shire

Japan's Itochu to raise stake in FamilyMart to 50.1%

Published on 19 Apr 2018. By Nigel Collins, Partner, Head of Japan Desk

Itochu to spend $1.1bn for an 11.1 per cent premium in FamilyMart

欧州Ｍ＆Ａ最前線 2018年２月

Published on 23 Feb 2018. By Nigel Collins, Partner, Head of Japan Desk

酷寒の東京と暖かい香港、蒸し暑いシンガポールを出張で回り、大勢のクライアントや関係者を訪ねて帰ってきたところだ。各地とも景況感は良く、フィンテック（金融とＩＴの融合）やインシュアテック、クリーンエナジー技術が投資先として人気を高めている。

PE funds: Risks to LP limited liability status 

Published on 24 Oct 2017.

One of the key attributes of an English limited partnership is that the general partner has unlimited liability for the debts and obligations of the limited partnership.

Transferring limited partnership interests

Published on 24 Oct 2017.

A limited partner may assign its interest in a limited partnership, subject to the general partner's consent and any contrary agreement between the limited partners.

欧州Ｍ＆Ａ最前線 2017年９月

Published on 29 Sep 2017. By Nigel Collins, Partner, Head of Japan Desk

夏季休暇が明け、日常に戻ったロンドンの金融街シティーには、さまざまなプロジェクトを進めようという意欲と活気がみなぎっている。

欧州Ｍ＆Ａ最前線 2017年８月

Published on 25 Aug 2017. By Nigel Collins, Partner, Head of Japan Desk

シンガポール、ハノイ、香港、東京を巡る出張から帰ってきた。クライアントや知人などいろんな人に会ったのだが、会えなかった人がいるのもいつものこと。こんな調子なので、さっそく次の出張の計画を立てた方がいいだろうか。

欧州Ｍ＆Ａ最前線 2017年６月

Published on 30 Jun 2017. By Nigel Collins, Partner, Head of Japan Desk

ブレグジット交渉が始まり、与党・保守党と北アイルランドの民主統一党（ＤＵＰ）の閣外協力もやっとのことで決まった。

欧州Ｍ＆Ａ最前線 2017年５月

Published on 26 May 2017. By Nigel Collins, Partner, Head of Japan Desk

市場とメディアは間もなく実施される英総選挙やトランプ米大統領提訴の可能性、先のサイバー攻撃の話題で持ち切りだが、英国では交渉中のＭ＆Ａ（企業の買収・合併）案件数が増えており、投資継続への意欲も高いように見える。これらの交渉の多くが実現するかは、時が経って初めて分かるだろう。

High Court criticises HMRC's conduct finding that it breached taxpayer's legitimate expectation

Published on 20 Jul 2016. By Adam Craggs, Partner

High Court criticises HMRC's conduct finding that it breached taxpayer's legitimate expectation

Failure to comply with direction leads to strike out of taxpayers' appeals

Published on 15 Jul 2016. By Adam Craggs, Partner

In the recent case of Grindley & Others v HMRC [2016] UKFTT 0834 (TC), the First-tier Tribunal (FTT) has directed that the taxpayers' appeals be struck out for failure to comply with a direction issued by the FTT.

Defined Benefit scheme enquiry announced following BHS pensions disaster

Published on 09 Jun 2016.

The High Court continues interim anti-harassment injunction

Published on 24 Jul 2024. By Alex Vakil, Partner

At a return date hearing on 12 July 2024, Aidan Eardley KC (sitting as a Deputy High Court Judge) continued until trial or further order an anti-harassment injunction granted to prevent the Defendant from, amongst other things, approaching or contacting the Claimant.

No objection: When is a party barred from challenging jurisdiction where it continues in the arbitration?

Published on 22 Jul 2024. By Tatiana Minaeva, Partner and Head of Investor-State Arbitration and Fred Kuchlin, Senior Associate

The High Court has provided invaluable guidance on the factors that it will consider when determining when a party is barred from challenging jurisdiction under s. 67 of the Arbitration Act 1996 (the Act) by failing to raise an objection while continuing to take part in the arbitration.

The Supreme Court clarifies the law on the recovery of damages for non-pecuniary damage arising out of a maliciously false statement

Published on 18 Jul 2024. By Alex Vakil, Partner

The Claimant was an employee of the second defendant, LCA, a recruitment agency owned and operated by the first defendant. After leaving LCA, the Claimant was employed by another recruitment agency and began targeting LCA's clients. LCA's owner told two third parties, one of whom was the Claimant’s new line manager and the other a client of LCA, that by doing this the Claimant was in breach of her contract of employment with LCA. In fact, there was no term of that contract (as the owner of LCA knew) which prohibited the claimant from soliciting business from LCA’s clients.

Crypto damages quantification: valuation at the date of breach or date of judgment?

Published on 10 Jul 2024. By Dan Wyatt, Partner and Christopher Whitehouse, Senior Associate

In Southgate v. Graham [2024] EWHC 1692 (Ch), the High Court addressed an appeal from the County Court concerning inter alia the appropriate date for assessing damages in a cryptocurrency loan dispute. Initially, the County Court determined that the damages should be based on the cryptocurrency's fiat value at the breach date. Due to the volatility of the cryptocurrency, this decision would have resulted in significantly lower fiat damages award than if the valuation were based on a later date. The High Court allowed the valuation date part of the appeal, directing a further hearing to establish the appropriate date.

New digital markets regime guidance published for consultation

Published on 28 Jun 2024. By Tom McQuail, Partner and David Cran, Partner, Head of IP & Tech and Melanie Musgrave, Of Counsel and Ben Powell, Associate

The Digital Markets, Competition and Consumers Act 2024 received Royal Assent on 24 May 2024. This article considers who will be impacted by the new digital markets regime, the requirements it will introduce, and how it may be enforced, and summarises the CMA’s new draft guidance under consultation on how it intends to implement the regime in practice.

The Digital Markets, Competition and Consumers Act – the Competition Perspective

Published on 28 Jun 2024. By Tom McQuail, Partner and Chris Ross, Partner and Melanie Musgrave, Of Counsel

This article considers the key changes to general competition law under the Digital Markets, Competition and Consumers Act which received Royal Assent on 24 May 2024 and is expected to enter into force in the Autumn.

Recent CAT rulings consider distribution concerns

Published on 13 Jun 2024. By Chris Ross, Partner and William Carter, Senior Associate

With two collective settlements now approved by the UK's Competition Appeal Tribunal (CAT) and the outcome of the first substantive trial in the case of Le Patourel v BT anticipated shortly, it is an important time for the competition collective proceedings regime as the first sums start to be paid out to affected classes.

Summary judgment against persons unknown – a tale of two crypto judgments

Published on 09 May 2024. By Dan Wyatt, Partner and Christopher Whitehouse, Senior Associate

Two recent crypto judgements in the High Court, Mooij v Persons Unknown (February 2024) and Boonyaem v Persons Unknown (December 2023) reached different conclusions regarding whether a summary judgment could be granted against unidentified (and unidentifiable) fraudsters, with Mooji deciding 'yes' and Boonyaem deciding 'no'.

UK CAT Collective Proceedings Spring 2024 Update

Published on 30 Apr 2024. By David Cran, Partner, Head of IP & Tech and Chris Ross, Partner

Last year, we reported on what was then a fledgling collective proceedings regime in the UK’s Competition Appeal Tribunal (CAT). Our 2023 update is here. Since then, the competition collective proceedings regime has continued to grow at pace, notwithstanding the seismic Supreme Court decision in PACCAR affecting the underlying funding arrangements which underpin the entire collective proceedings landscape.

Supreme Court confirms no knowing receipt claim where equitable interest is destroyed: Byers v Saudi National Bank

Published on 17 Apr 2024. By Jake Hardy, Partner and Ana Margetts, Associate

In Byers v Saudi National Bank, the Supreme Court affirmed the findings of the lower courts by holding that a claim for knowing receipt cannot be made if a claimant’s equitable interest in the property in question has been extinguished by the time of the defendant’s knowing receipt of the property.

Merchants Beat Venice: Court of Appeal finds that local authority of Venice did have capacity to enter into Interest Rate Swaps

Published on 19 Mar 2024. By Simon Hart, Partner, Head of Banking & Financial Markets Disputes

In a significant judgment in Banca Intesa Sanpaolo and Dexia Credit Local SA v Comune di Venezia [2023] EWCA Civ 1482, the Court of Appeal overturned the findings of the High Court

BT case may shape UK class action landscape

Published on 05 Mar 2024. By Chris Ross, Partner and William Carter, Senior Associate

In January, the trial in Justin Le Patourel v. BT Group PLC[1] commenced in the U.K. Competition Appeal Tribunal, or CAT. The trial is scheduled to be heard over eight weeks.

Delay at your peril: High Court holds that two week delay causes party to lose right to object to irregularity in arbitration

Published on 02 Aug 2023. By Ana Margetts, Associate and Tatiana Minaeva, Partner and Head of Investor-State Arbitration

In Radisson Hotels v Hayat Otel, (1). the High Court found that the claimant ("Radisson") had lost its right to challenge an arbitration award (the "Award") by continuing to take part in the proceedings for a period of two weeks after becoming aware of improper conduct by one of the arbitrators (the "Arbitrator"). The court also rejected Radisson's subsequent application seeking to redact the identities of the parties and any details which might identify them in the judgment, in order to preserve the confidentiality of the underlying arbitration (2). While the judge acknowledged Radisson's desire to keep the arbitration confidential, this ultimately did not outweigh the general public interest in open justice.

Best of both worlds with PD57AC? High Court allows opinion evidence in factual witness statement

Published on 02 Aug 2023. By Rosy Gibson, Associate

The High Court has allowed the witness statement of a factual witness even though the claimant had previously intended to instruct him as an expert and his statement contained opinion evidence (Polypipe Limited v Peter Russell Davidson) ([2023] EWHC 1691 (Comm). The judge confirmed that such evidence is admissible where the witness is suitably qualified, but it will not be accorded the same weight as a formal expert report. Separately, this appears to be the first reported case in which the court accepted that permission for an extension to the deadline for expert reports could be made conditional on disclosure of any unserved report(s), though the court declined to prescribe that condition in this case.

Scots law decision confirms that privilege doesn’t change its spots

Published on 19 Jul 2023. By Tim Potts, Senior Associate

The Scots law judgment in University of Dundee v Chakraborty [2023] CSIH 22 has reiterated that whether or not a document is protected by legal professional privilege is determined at the point in time at which the document is created. A non-privileged document cannot later acquire privileged status. The judgment also made certain findings about waiver of privilege which may be more controversial, particularly in the context of regulatory investigations.

Binance successfully challenges interim proprietary injunction over deposited cryptoassets

Published on 24 May 2023. By Dan Wyatt, Partner and Christopher Whitehouse, Senior Associate

In Piroozzadeh v Persons Unknown and Others [2023] EWHC 1024 (Ch), the cryptocurrency exchange Binance successfully applied to discharge an interim proprietary injunction obtained by a claimant whose misappropriated cryptoassets had been deposited at the exchange. This is the first recorded case of an exchange successfully having discharged such an injunction.

Singapore Court of Appeal Sends Acceleration of Interest Payment Clause To The Penalty Box

Published on 24 Apr 2023. By Yuankai Lin, Partner

Commercial contracts commonly include clauses providing for liquidated damages, accelerated repayment or late payment interest in the event one party breaches the contract.

Case Note: Anupam Mittal v Westbridge Ventures II Investment Holdings [2023] SGCA 1 – Examining the law governing arbitrability at the pre-award stage

Published on 08 Mar 2023. By Yuankai Lin, Partner and Selina Toh, Senior Associate

The Court of Appeal ("CA") in the case of Anupam Mittal v Westbridge Ventures II Investment Holdings [2023] SGCA 1 ("Anupam Mittal") had to determine a previously undecided point of law in Singapore: which system of law governs the arbitrability of a dispute at the pre-award stage, i.e., the law of the seat of the arbitration (lex fori) or the law governing the arbitration agreement.

Doctrine of separability in arbitration: should the arbitration agreement and the main contract "sink or swim" together or alone?

Published on 07 Mar 2023. By Shai Wade, Partner, Head of International Arbitration and Jessica Davies, Associate

In DHL Project & Chartering Ltd v Gemini Ocean Shipping Co Ltd, the Court of Appeal considered the arbitration law doctrine of separability.

Arbitration jurisdictional challenge no bar to English court ordering compliance with a tribunal peremptory order

Published on 02 Mar 2023. By Fred Kuchlin, Senior Associate and Tatiana Minaeva, Partner and Head of Investor-State Arbitration

The Court of Appeal has found that the English court may grant an order requiring a party to comply with a peremptory order of a tribunal before the determination of an outstanding challenge to jurisdiction of the tribunal.

High Court favours English jurisdiction in bribery claim brought by Kuwaiti pension fund

Published on 28 Feb 2023.

The High Court recently rejected an application, brought by two defendants to an alleged bribery claim advanced by a Kuwaiti pension fund, that the claim should be heard before the Swiss courts, holding that England was the proper jurisdiction both in order to avoid the risk of fragmentation of proceedings, and in view of the close connection of the claim to England.