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Key takeaways from the first year of the national security regime

Published on 22 Mar 2023. By Bridget Lockhart, Associate

The UK's new national security screening regime has now been in operation for over a year. This blog discusses the key takeaways from the first decisions to be made under the UK's new national security screening regime.

Spring Budget 2023 - Main Tax Announcements

Published on 16 Mar 2023. By Ben Roberts, Partner

This blog discusses some of the key tax changes announced in this week's Spring Budget.

When is a director personally liable for a company's wrongs?

Published on 28 Oct 2022. By Ben Magahy, Senior Associate

A recent Court of Appeal judgment considers when a director might be liable for wrongs committed by the company (including, specifically, by way of accessory liability).

Meaning of contractual duty of good faith

Published on 26 Oct 2022. By Neil Brown, Partner and Clare Rooney, Associate

The Court of Appeal has taken a restrictive interpretation of an express duty of good faith in a decision handed down on 21 October 2022 - Re Compound Photonics Group Ltd; Faulkner v. Vollin Holdings Ltd [2022] EWCA Civ 1371. This decision is important as (i) the Court of Appeal judgment provides a lengthy examination of the meaning of a contractual duty of good faith, and (ii) the decision casts doubt on some previous case law on this point (including overturing the High Court's decision).

How to comply with the FCA's new diversity and inclusion targets for listed companies

Published on 05 May 2022. By Connor Cahalane, Partner, Head of Public Companies and Karen Hendy, Partner, Head of Corporate

The FCA has finalised its new rules on diversity and inclusion on listed company boards and executive committees. The rules, which are set out in the FCA's policy paper PS22/3: Diversity and inclusion on company boards and executive management, are substantially in line with the proposals set out in the FCA's consultation paper CP 21/24. In scope listed companies are required to include a statement in their annual financial report on whether they have met specific board diversity targets on a ‘comply or explain’ basis, as at a chosen reference date within their accounting period.

Balance on the board: Eight things UK PLCs need to know about the FCA's diversity targets

Published on 27 Sep 2021. By Karen Hendy, Partner, Head of Corporate and Connor Cahalane, Partner, Head of Public Companies

The Financial Conduct Authority's proposals will mean UK listed companies need to disclose whether their boards and senior management teams meet new gender and ethnic diversity targets.

Takeover Code: What has changed?

Published on 13 Sep 2021. By Emily McGregor, Partner

On 5 July 2021, the most significant changes to the Takeover Code (the Code) since 2011 took effect. The changes are intended to standardise the treatment of regulatory clearances and simplify the offer timetable. An overview of the main changes is set out below.

UK Listing Review wants companies to stay at home

Published on 04 Mar 2021. By Connor Cahalane, Partner, Head of Public Companies and Karen Hendy, Partner, Head of Corporate

Recommendations will make it easier to list and fundraise on the London Stock Exchange

Time for public companies to come clean: New UK climate-related disclosures and ESG guidance

Published on 03 Feb 2021. By Connor Cahalane, Partner, Head of Public Companies

Companies listed on the London Stock Exchange's Main Market will need to include a statement in their annual report confirming if they have made climate-related disclosures consistent with the recommendations of Task Force on Climate-related Financial Disclosures (TCFD). Companies planning to IPO, or move from AIM to the Main Market, are also affected by these new Listing Rules.

Restrictive covenants in shareholders' agreements and commercial contracts

Published on 06 Mar 2020. By Ben Magahy, Senior Associate

The Court of Appeal has recently reaffirmed the approach to the enforceability of restrictive covenants in shareholders' agreements and other commercial contracts.

Corporate governance for large private companies

Published on 14 Oct 2019. By Nneka Ezekude, Trainee Solicitor

For financial years beginning on or after 1 January 2019, large private companies will need to adhere to the requirements contained in a new corporate governance code published by the Financial Reporting Council. The introduction of the new code followed multiple scandals which revealed poor corporate practices and neglect of stakeholders' interests. As a result, the code seeks to rebuild confidence and trust in these large private companies.

'Green Finance' enters the mainstream

Published on 25 Jun 2019. By Edward Colville, Partner

With the UK's recent commitment to cut emissions to net zero by 2050, the financial sector is looking to 'green finance' to encourage investment in sustainable and environmentally-friendly businesses. Recent examples, like Nokia's €1.5 billion credit facility announced last week, show that environmental impact is becoming a key consideration for lenders and borrowers.

National Security and Investment – the EU's response

Published on 07 Jun 2019. By Tim Anderson, Partner and Neil Brown, Partner

National security concerns regarding Huawei continue to make headlines around the world, against the backdrop of an ongoing US / Chinese trade war. This blog looks at new EU rules on foreign investments which raise security or public order concerns.

Stamp duty land tax (SDLT) avoidance and corporate property deals – the importance of timing!

Published on 21 May 2019. By Ben Roberts, Partner

The First-Tier Tribunal has, in a recent decision, caused something of a stir for clients and advisors familiar with the well-trodden (and, usually, tax-efficient) use of offshore unit trusts to hold UK property.

More than you bargained for: the implied duty of good faith

Published on 26 Apr 2019. By David Wallis, Partner and Neil Brown, Partner

The recent High Court decision in Bates v. Post Office (No. 3) confirms a general principle that if a contract is a "relational" contract then it will include an implied obligation of good faith. Previously, there had been doubt whether such a general principle exists, as historically this was not an approach recognised by the English courts.

Derivative transactions – the obligation to report

Published on 25 Apr 2019. By Edward Colville, Partner

As the recent £34.9m fine for Goldman Sachs shows, the FCA takes the obligation to report derivative transactions seriously. How does this affect parties who trade infrequently, and what changes to the reporting requirement can we expect post-Brexit?

Part Three: Five practical implications of side letters and most favoured nations clauses for fund investors and managers

Published on 15 Feb 2019.

In this third and final part of our series on side letters and most favoured nation (MFN) clauses in private equity funds, we examine five practical implications for investors and managers.

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.

Budget 2018 – 10 key business tax takeaways

Published on 08 Nov 2018. By Ben Roberts, Partner

UK retail sector M&A deals increase to 34 – up 21% on last year

Published on 05 Sep 2022. By Karen Hendy, Partner, Head of Corporate

• M&A targeting fashion retailers particularly active

Changing retail landscape leads to decline in employee numbers

Published on 21 Nov 2019. By Kelly Thomson, Partner, ESG strategy lead

The retail sector continues to face change and challenge from every conceivable angle and employment within the sector is following this trend.

FCA announces thematic review of retirement income advice

Published on 01 Mar 2023. By Faheem Pervez, Associate and Patrick Barclay, Associate

The pension freedom reforms changed the way consumers access their retirement funds. This FCA thematic review will put firms under the spotlight with a focus on how the retirement income advice market is functioning in response to changing consumer needs in the current economic downturn.

FCA responds to criticism of the Public Accounts Committee when it comes to BSPS with rejection of suggestion it should reconsider a wider defined benefit transfer review

Published on 03 Oct 2022. By Rachael Healey, Partner

In a July blog I reported on the House of Commons Public Accounts Committee report entitled "Investigation into the British Steele Pension Scheme". The blog set out a number of recommendations of the Committee in light of its investigations into the FCA's conduct and regulatory oversight of BSPS and, in particular, the 7,834 members that transferred out of BSPS into a personal pension scheme. We have now had a sneak preview of the FCA's response in the recent Committee minutes. Here's what the FCA had to say.

FCA Review of AML failings at challenger banks

Published on 27 May 2022. By James Wickes, Partner and Amber Oldershaw, Associate

Throughout 2021, the FCA conducted a detailed review into the financial crime controls of challenger banks as they continued to enter the UK financial industry at a rapid pace. Their surge in popularity is partially linked to the Covid-19 pandemic, which has prompted significant changes in the habits of service providers worldwide. Whilst the FCA's review indicated some evidence of good practice, it is clear that challenger banks must do more to reduce the significant risks of financial crime occurring both at the time of customer onboarding and throughout the subsequent customer journey.

FCA consults on British Steel redress scheme

Published on 22 Dec 2021. By David Allinson, Partner

The FCA intends to open consultation on an industry wide redress scheme covering British Steel Pension transfers. This is perhaps the only option left for the regulator, but a redress scheme will heap further pressure on an area of the advice industry that is already under fire.

FCA looks to tighten up appointed representative regime

Published on 08 Dec 2021. By George Smith, Partner

On Friday the FCA published a consultation paper on potential changes to the existing appointed representative (AR) regime.

FCA set to expand climate-related reporting rules

Published on 17 May 2021. By James Parsons, Associate and Ash Daniells, Senior Associate

The FCA has revealed it will consult on plans to require asset managers, life insurers and FCA-regulated pension schemes to meet climate-related disclosure rules. In doing so, the FCA is expanding the scope of firms required to report on climate-related risks in accordance with the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD).

Pure Legal interest only mortgage claim – judgment in favour of the mortgage broker on limitation grounds as judge finds the damage was patent not latent

Published on 13 May 2021. By Anthony Cutler, Associate and Rachael Healey, Partner

The first judgment following trial in a Pure Legal interest only mortgage claim has now been handed down, with the judge dismissing the claim on the basis that it was out of time, with the claimants having all requisite knowledge of the material facts of the damage from the outset of taking out the interest only mortgage. The judge also found the advice was not negligent.

When is a complaint a complaint under DISP?

Published on 21 Apr 2021. By Rachael Healey, Partner

A Court of Appeal judgment has recently addressed what constitutes a complaint for the purposes of DISP [Clive Davis v Lloyds Bank [2021] EWCA Civ 557]. It is important to identify when a complaint is made as a regulated firm for two primary reasons: first, a complaint triggers the dispute resolution procedure under DISP of the FCA's Handbook and second, it stops time running for the purposes of time bar when it comes to a complaint to FOS.

Additions to FCA DB Transfer Guidance Published

Published on 06 Apr 2021.

The FCA have published finalised guidance regarding defined benefit pension transfers. The latest publication amends and adds to the draft published in June 2020.

FCA publishes finalised guidance for firms on the fair treatment of vulnerable customers

Published on 22 Mar 2021. By Claudia Schlossberger, Paralegal

In February 2021, the FCA published guidance on the fair treatment of vulnerable customers with the aim of improving their customer experience.

FOS and the Adams v Carey decision – where are we as the Court of Appeal hearing starts?

Published on 02 Mar 2021. By Rachael Healey, Partner

Calls for increased regulation following rise in FSCS bills

Published on 11 Sep 2020. By Shauna Giddens, Associate

The FSCS levy for the 2020/2021 was released earlier this year, causing frustration amongst many advisors in the sector. That frustration continues, with the FSCS making large compensation payments in respect of defined benefit (DB) transfers where many question the lack of earlier FCA intervention, which might have alleviated the problems in this area.

FCA appoints new CEO

Published on 25 Jun 2020. By Jennifer Inman, Paralegal

The Financial Conduct Authority (FCA) has appointed Nikhil Rathi, the UK head of the London Stock Exchange, as its new permanent chief executive, making him the first BAME leader of the UK's city regulator.

Equity Release Market Under the Spotlight

Published on 18 Jun 2020. By Rachael Healey, Partner

Yesterday the FCA published its key findings from exploratory work involving "later life lending". This type of lending is broadly where consumers 55 and over use borrowing to access cash in later life. One of those options is equity release which was the focus of the FCA's work. The FCA's focus on equity release appears to have resulted from an initial review of the broader later life lending market, at which time the FCA identified some "poor outcomes" in equity release sales.

FCA advice checker – FCA statement on what customers should look out for in DB transfer advice

Published on 11 Jun 2020. By Rachael Healey, Partner

Wrapping up the documents published by the FCA on 5 June 2020 on the issue of defined benefit pension transfers (DB transfers), we address in this blog the FCA's "advice checker".

The future of DB transfer advice - the FCA's policy statement

Published on 10 Jun 2020. By Rachael Healey, Partner

In part 3 of our blog series on defined benefit pension transfers (DB transfers) we look at the FCA's policy statement on changes to the DB transfer rules. The change that has attracted most press attention is the ban on contingent charging but there are other parts to the policy statement that are likely to have a much more substantive impact on the DB transfer market going forward.

HKEX published additional guidance specific to biotech companies

Published on 10 Jun 2020.

DB Transfers – the FCA's views on good and bad practice

Published on 09 Jun 2020. By Rachael Healey, Partner

Continuing our blog series, one of the documents produced by the FCA on Friday was a guidance consultation document intended to meet requests from the industry to help advisers understand the FCA's expectations when advising on pension transfers and conversions. The document includes examples of the FCA's views of good and bad practice in the area of defined benefit pension transfers (DB transfers). The stated aim is to "improve the suitability of DB transfer advice" and "to give advisers confidence to give good advice". The FCA expects firms providing DB transfer advice to read the document and once finalised it is intended that firms use it to identify any weaknesses in their existing processes.

DB transfers – further findings from the FCA's supervisory review

Published on 08 Jun 2020. By Rachael Healey, Partner

The FCA produced four documents on Friday addressing defined benefit pension transfers – an update on their supervisory work, a guidance consultation setting out examples of good and bad practice, an "advice checker" for consumers (including helping them consider if they should make a complaint) and a policy statement setting out changes to the defined benefit pension transfer rules which are to largely come into force from 1 October 2020. All are essential reading for an area the FCA continues to fixate on and where it has focussed since the April 2015 pension freedoms.

Update on the FCA's review of Defined Benefit transfer advice

Published on 21 May 2020. By Zoe Melegari, Associate

The FCA has been looking to improve the quality of pension transfer advice for some time now. However, despite the crackdown on defined benefit transfers being announced as a strategic priority earlier this year, it appears that factors, such as Covid-19 have put the FCA's investigations into advice suitability on the back foot – for now, at least.

Adams v Carey – the judgment – over 2 years in the making, where does it leave the SIPP market

Published on 19 May 2020. By Ash Daniells, Senior Associate and David Allinson, Partner and Rachael Healey, Partner

More than two years since the trial in March 2018, the High Court has dismissed the claim against Carey Pensions on all counts. The landmark case is sure to have far reaching ramifications for the SIPP industry and beyond.

The Financial Ombudsman Service's response to COVID-19

Published on 23 Apr 2020. By George Smith, Partner and Laura Sponti, Associate

A few weeks ago, the FOS announced it was closing its office in response to government guidance but was continuing to receive and respond to complaints both old and new. The FOS' latest newsletter offers useful further insight into the FOS' response to the current crisis.

SM&CR temporary arrangements extended to 9 months for FCA solo-regulated firms

Published on 07 Apr 2020. By Jonathan Charwat, Partner

As well as giving general guidance on its expectations on how solo-regulated firms should be complying with SM&CR during the COVID-19 pandemic, the FCA has announced that it will permit unapproved individuals to cover for Senior Managers for up to 36 weeks. In a separate joint statement, the FCA and PRA confirmed that this rule change will not apply to dual-regulated firms but that the position is under review.

FCA's expectations of insurance firms

Published on 02 Apr 2020. By Jonathan Charwat, Partner

Over the last couple of weeks, the FCA has been publishing information and guidance for firms in relation to the COVID-19 crisis. In addition to its general update on COVID-19, the FCA has set out specific expectations of insurance firms.

Back to Brexit – House of Lords EU Financial Affairs Committee recommendations on financial services after Brexit

Published on 01 Apr 2020. By Lucy Kerr, Senior Associate

The House of Lords EU Financial Affairs Committee has published recommendations on the financial services industry post-Brexit. The Committee recognised that this may not be a government priority due to COVID19, but EU negotiations and the future of the UK's financial services industry will be important issues in future months.

COVID-19: key financial workers

Published on 31 Mar 2020.

The Financial Conduct Authority (FCA) has released guidance on steps financial services firms should take to help identify 'key workers'.

COVID-19 forces POS and FOS office closures – what does it mean for complaints?

Published on 30 Mar 2020. By Ash Daniells, Senior Associate

The COVID-19 outbreak (and the subsequent UK lockdown) continues to impact our daily lives and it seems the Financial Ombudsman Service (FOS) and The Pensions Ombudsman (POS) are not immune. With office closures announced, we look at the impact this will have on outstanding complaints and those yet to be made.

New FCA signposting travel insurance rules

Published on 27 Mar 2020. By Lauren Murphy, Senior Associate

Earlier this month the FCA published a policy statement detailing new requirements aimed at helping consumers with pre-existing medical conditions (PEMCs) obtain travel insurance. The new requirements demonstrate the FCA's continuing focus on improving the treatment and protection of vulnerable consumers accessing insurance and other forms of financial services.