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High Court interprets meaning of indemnity for damage caused "prior to completion"

Published on 28 Apr 2020. By Neil Brown, Partner

In a recent decision, the High Court has interpreted an indemnity for damage caused to assets "prior to completion" to be limited to damage caused in the period between signing and completion. This blog examines the reasoning for the court's decision, and the lessons that can be learned for transactional lawyers.

Future Fund

Published on 24 Apr 2020. By Sukh Ahark, Partner, Co-head of India Desk and Lauren Murphy, Senior Associate

The Chancellor has announced the launch of a £500m co-investment fund for start-ups adversely impacted by the coronavirus. The 'Future Fund' operates through the government matching private sector money with state-backed loans that can convert into equity stakes in the start-up.

What is covered by an indemnity for "liabilities"?

Published on 20 Apr 2020. By David Wallis, Partner

This blog examines the recent Court of Appeal decision relating to the acquisition of Nottingham Forest FC and asks what type of liabilities is a seller liable for under a liabilities indemnity?

Regulator urges lenders to carefully consider their responses to borrower's potential breaches of covenants owing to COVID-19

Published on 20 Apr 2020. By Sukh Ahark, Partner, Co-head of India Desk and Lauren Murphy, Senior Associate

The PRA stressed in a 'Dear CEO Letter' that lenders should be flexible with regards to the breaches of covenants that might occur because of COVID-19. The PRA stated that breaches may arise owing to temporary changes to a borrowers' reported earnings, suspension of business or changes to the audit report attached to financial statements.

Signing documents during COVID-19 in Hong Kong

Published on 14 Apr 2020.

This blog gives some practical advice on using electronic signatures in Hong Kong to sign documents during the Covid-19 restrictions, including where signatories and others are working from home without access to usual printing and scanning facilities.

The new Coronavirus Large Business Interruption Loan Scheme

Published on 09 Apr 2020. By Sukh Ahark, Partner, Co-head of India Desk and Lauren Murphy, Senior Associate

The Coronavirus Large Business Interruption Loan Scheme (CLBILS) is designed to allow larger businesses to access emergency funding and to give banks the confidence to lend to many more businesses which are impacted by coronavirus.

COVID-19 and tax residence

Published on 09 Apr 2020. By Ben Roberts, Partner

This blog considers the potential risks posed by the COVID-19 pandemic to maintaining offshore tax structures.

Coronavirus Business Interruption Loan Scheme – attempts to address inaccessibility

Published on 08 Apr 2020. By Sukh Ahark, Partner, Co-head of India Desk and Lauren Murphy, Senior Associate

The UK Government has implemented changes to the Coronavirus Business Interruption Loan Scheme in recognition of barriers faced by SMEs attempting to access the scheme.

Managing SM&CR during the Coronavirus crisis

Published on 02 Apr 2020. By Jonathan Charwat, Partner

This blog considers the challenges caused by CV-19 in relation to the governance and SM&CR compliance of regulated firms in the UK.

COVID-19 forces HMRC to temporarily change its stamp duty processes

Published on 26 Mar 2020. By Ben Roberts, Partner

Yesterday (25th March) HMRC announced some "temporary" changes to its stamp duty processes, in light of the Covid-19 pandemic.

COVID-19 and Commercial Tenants' Rights Regarding Rent

Published on 25 Mar 2020. By Elizabeth Alibhai, Partner

This blog sets out various issues for commercial tenants to consider in relation to impending rent payments and government intervention in response to Covid-19. We are currently fielding numerous enquiries from tenants seeking advice about whether rent holidays, reductions and other concessions can be obtained in these unprecedented times.

Spring Budget 2020 - main tax announcements

Published on 19 Mar 2020. By Ben Roberts, Partner

This blog discusses some of the key tax changes announced in last week's Budget, and subsequent tax developments.

Signing documents during COVID-19

Published on 18 Mar 2020. By Neil Brown, Partner

This blog gives some practical advice on how to sign documents during the Covid-19 restrictions, including where signatories and others are working from home without access to usual printing and scanning facilities.

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.

Life Expectancy - What's the Big Deal?

Published on 21 Feb 2020.

The Prudential Regulation Authority (PRA) has updated its guidance for insurers participating in longevity risk transfers (PS1/20 and SS18/16), clarifying the risks that should be considered and its expectations of pre-notification for transactions that are large and/or complex.

UK formally leaves EU - practical matters you ought to be thinking about now

Published on 07 Feb 2020.

The UK formally left the EU on 31 January 2020. This is not the end, or the beginning of the end, it is the end of the beginning. The much more important future relationship needs to be determined. There is a hiatus until 31 December 2020 when nothing changes with regard to free trade and movement of people between the UK and the EU.

New year's (tax) resolutions

Published on 21 Jan 2020. By Ben Roberts, Partner

It's that time of year when people are abiding by, (re)assessing and / or breaking their new year's resolutions. It's no different in the world of tax.

Equitable Life – High Court approves Part VII transfer, and distinguishes Prudential/Rothesay

Published on 06 Jan 2020. By Neil Brown, Partner

The High Court has approved a large Part VII transfer by Equitable Life of life assurance and pensions policies, and has easily distinguished the decision in Prudential/Rothesay.

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.

Football, the beautiful investment game?

Published on 17 Sep 2019.

Another football season is upon us and we dream of silverware to be won. However, planning for the next transfer window begins almost immediately for those clubs listed on a stock market. There are opportunities to increase their share price through new signings, managers and sponsorship deals.

'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.

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?

Brexit delay prolongs uncertainty for insurers

Published on 12 Apr 2019. By Neil Brown, Partner

Yesterday's announcement of Halloween as the new deadline for Brexit will prolong uncertainty for many UK insurers.

UK property – big tax changes for non-UK residents

Published on 05 Apr 2019. By Ben Roberts, Partner

From 6 April 2019, all gains from UK real estate realised on disposal by non-residents, whether residential or commercial property and whether by way of direct or "indirect" disposal, will be subject to UK capital gains tax or corporation tax.

A licence to kill... a licence

Published on 11 Mar 2019. By Tim Anderson, Partner

In the second of a number of short articles we are producing in relation to businesses in the tech space, we will be discussing a real life example of what not to do when diligencing a tech company and its third party IP licence agreements.

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.

New regulations to permit assignment of receivables under commercial contracts now in force

Published on 11 Jan 2019. By Edward Colville, Partner

After more than four years of consultation, draft regulations and revisions, the Business Contract Terms (Assignment of Receivables) Regulations 2018 (the Regulations) have now taken effect, and apply to all relevant contracts entered into on or after 31 December 2018.

Huawei and UK National Security - A new technology cold war?

Published on 11 Dec 2018. By Neil Brown, Partner and Charles Buckworth, Partner

Chinese technology giant, Huawei, has been making plenty of headlines recently. First, a number of Western governments (including the US, Australia and New Zealand) have banned Huawei equipment from being used in 5G networks, citing national security concerns. Next, Huawei's CFO was arrested in Canada in connection with alleged breaches of international sanctions.

Budget 2018 – 10 key business tax takeaways

Published on 08 Nov 2018. By Ben Roberts, Partner

Something out of the ordinary (share capital)

Published on 05 Nov 2018. By Ben Roberts, Partner

The term ordinary share capital is widely used in UK tax provisions. While the term has a statutory definition a recent table by the Chartered Institute of Taxation shows how HMRC has interpreted it in practice.

Tech talent: To purchase or to hire…that is the question

Published on 02 Nov 2018.

When acquiring tech companies & their human talent, there are some key considerations that buyers should take into account when formulating their M&A strategy

Drafting: you do the maths

Published on 01 Nov 2018. By Neil Brown, Partner

Chartbrook v. Persimmon provides a good example of why contracts can benefit from worked mathematical formulae to aid courts in interpreting key contractual clauses.

Managing expectations: key considerations for early stage start-ups and their investors

Published on 30 Oct 2018.

Peter Sugden discusses "good leaver / bad leaver" provisions in early-stage venture capital investment to help explain key terms for start-up business.

Code of Conduct for Leasing of Retail Premises to take effect from 1 February 2024

Published on 11 Dec 2023. By Bonnie Wong, Of Counsel

Following from the passing of the Lease Agreements for Retail Premises Bill which mandates compliance with the Code of Conduct for Leasing of Retail Premises in Singapore ("Code") for qualifying leases of retail premises earlier this year, the Lease Agreements for Retail Premises Act ("Act') is expected to take effect from 1 February 2024.

Property Digital Rights – A New Revenue Stream in a Digital World

Published on 13 Jul 2023. By Elizabeth Alibhai, Partner

Advances in technology are opening up exciting new frontiers for property owners and managers. Almost two billion people globally use augmented reality (AR) on their mobile phones and nearly 400 million engage in a virtual metaverse reality.

Choppy waters ahead? The significance of Oceanfill

Published on 20 Mar 2023. By Elizabeth Alibhai, Partner and Paul Bagon, Partner and Will Beck, Of Counsel and Knowledge Lawyer

The economic outlook for the UK in 2023 remains uncertain, and more companies may need to restructure their businesses to ensure survival. This

Register of Overseas Entities – one month since the deadline and thousands still face penalties from failure to register

Published on 06 Mar 2023. By Jon Ely, Partner and Brooke Reed, Associate

The Economic Crime (Transparency and Enforcement) Act 2022 ("the Act") enacted in March 2022 brought into force the register of overseas entities on 1 August 2022. Companies House holds and manages the new register which was introduced to provide greater transparency around UK land ownership. The transitional period ended on 31 January 2023, and as at 3 March 2023, 26,481 out of an estimated 32,440 have registered. Thousands of companies are still to register over a month on from the end of the transitional period, so we've turned our minds to consider the possible consequences of not registering, or delaying registering, as an overseas entity in accordance with the Act, including the potential for the Proceeds of Crime Act 2002 to apply.

Register of Overseas Entities – Register now to keep transactions running smoothly

Published on 07 Sep 2022.

The Economic Crime (Transparency and Enforcement) Act 2022 ("the Act") has been enacted as part of the Government's drive to increase transparency in the ownership of UK land. Companies and other legal entities governed by the law of a country or territory outside of the UK which own land in the UK satisfying certain requirements, or wish to own such land, must now register information with Companies House. A new Register of Overseas Entities ("the ROE") has been created and certain details of the registered overseas entities and their beneficial owners are available to the public.

Business Rates – an unpopular tax imposed in unfortunate circumstances

Published on 06 Dec 2021. By Elizabeth Alibhai, Partner

It is almost trite to say that retailers have had a tricky time over the last 20 months. The combination of enforced closures, and more recent supply chain difficulties and staff shortages have left them reeling. On 1 July the business rates holiday ended and, although rates will be discounted by up to 2/3rds for smaller retailers until March 2022, most will come under increased pressures. It is unsurprising that many are calling for a complete overhaul of the business rates system.

What about the arrears?

Published on 20 Aug 2021.

On 4 August 2021 the Government published a policy statement clarifying their announcement made on 16 June 2021 in relation to the extension of the forfeiture moratorium, the ringfencing of COVID-19 commercial rent debts and the introduction of a binding arbitration process. The Government has also published its own response to the views of over 500 respondents to the call for evidence.

The Forfeiture Moratorium has been extended – But what about the arrears?

Published on 26 Jul 2021.

On 16 June 2021 the Government announced that it is drafting legislation to ringfence outstanding unpaid rent that has accrued during the pandemic in order to protect jobs and give businesses breathing space to recover.

The risks of going large (again)

Published on 21 Jan 2021. By Katharine Cusack, Partner and Alexandra Anderson, Partner

In our July 2020 article , we looked at the case of Hart and Hart v Large, which concerned a survey undertaken by Mr Large for the Harts.

The curse of COVID strikes again – implementation of the Home Survey Standard delayed

Published on 12 Jun 2020. By Alexandra Anderson, Partner and Lucy Cadwallader, Associate

As a result of the lockdown imposed in response to the COVID-19 pandemic, the new RICS Home Survey Standard, which was due to be implemented next month has now been delayed until December 2020. Whilst this will allow practitioners more time to become familiar with the new standard, it causes an unwelcome disruption to the introduction of a measure that should provide greater clarity for both surveyors and consumers of what is expected when commissioning and conducting a home survey.

Top 10 for the 10s Claims against surveyors and valuers

Published on 20 May 2020. By Alexandra Anderson, Partner and Felicity Strong, Partner

The 2010s started with an influx of valuation claims, primarily involving lenders seeking to recoup losses suffered as a result of the financial crisis, loans being made to sub-prime borrowers and the declining property market.

RICS Guidance and Key Developments for Surveyors: #2 Coronavirus, valuations and "material uncertainty"

Published on 12 May 2020. By Alexandra Anderson, Partner and Felicity Strong, Partner

The recent lockdown has posed a serious challenge to the UK housing market, with the present and future potential impact of COVID-19 on the market inviting comparisons to the post-2008 recession.

Retailers: new government measures to provide further protection for tenants against aggressive rent collection.

Published on 27 Apr 2020.

When the Coronavirus Act 2020 (the "Act") received royal assent on 25 March 2020, commercial tenants across the country were afforded some relief.