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PLC QTRLY - Q1 2022

Published on 13 Apr 2022. By Connor Cahalane, Partner, Head of Public Companies

Post-Covid and post-Brexit changes are on the horizon for the UK's public companies. This is the first of our regular updates to help our listed company clients and other market participants keep up to date with key developments relevant to issuers on the Main Market and AIM market of the London Stock Exchange.

Government White Paper on corporate transparency and Companies House reform

Published on 07 Apr 2022. By Abdul Wali, Associate

On 28 February 2022, ahead of the introduction of legislation, the Government published a "White Paper" outlining its proposals for changes to the way in which Companies House operates, aimed at increasing transparency of UK corporate entities and developing the role and powers of Companies House.

The Future Fund - two years on

Published on 16 Feb 2022. By Edward Colville, Partner

Figures published at the end of January show that the Future Fund, a scheme launched by the British Business Bank (the BBB) at the height of the pandemic to support innovative UK companies, is now a shareholder in 265 British companies.

National Security and Investment Act – is my transaction in scope?

Published on 18 Jan 2022. By Neil Brown, Partner

The National Security and Investment Act (the NSAI) came into force on 4 January 2022. This 2 minute read aims to give a short checklist of questions to help determine whether a transaction might be in scope of the NSAI.

Lloyd's' focus on a more sustainable future

Published on 07 Dec 2021. By Lauren Murphy, Senior Associate

Lloyd's published its first Environmental, Social and Governance (ESG) Report at the end of last year and while this is a fairly new focus area for Lloyd's it noted that: a) in its history it has a long record of contributing to communities and helping them to recover from disaster; and b) the role that insurance plays in protecting society and supporting global economic growth.

Lloyd's' focus on a more sustainable future

Published on 07 Dec 2021. By Lauren Murphy, Senior Associate

Lloyd's published its first Environmental, Social and Governance (ESG) Report at the end of last year and while this is a fairly new focus area for Lloyd's it noted that: a) in its history it has a long record of contributing to communities and helping them to recover from disaster; and b) the role that insurance plays in protecting society and supporting global economic growth.

Equity Commitment Letters – are they enforceable?

Published on 24 Nov 2021. By David Wallis, Partner

This blog examines a recent High Court decision relating to the construction of an equity commitment letter and asks just how committed is an equity commitment letter?

Carve-out deals: Preparation for separation

Published on 18 Oct 2021. By Jeremy Cunningham, Partner and Ella Shanks, Associate

The value of UK carve-out deals is on the rise. Deal value increased by 182% to £30.8bn for the tax year 2020-21. Participants should be aware of the complex issues involved.

Turning the ratchet - understanding anti-dilution rights in venture capital

Published on 13 Oct 2021.

In the third of a series of blogs aimed at demystifying common provisions found in venture capital term sheets (with the hope of accelerating the negotiation process between investors and founders), Peter Sugden looks at anti-dilution rights.

The rise of ESG finance

Published on 01 Oct 2021. By Sukh Ahark, Partner, Co-head of India Desk

ESG (Environmental, Social and Governance) finance remains a hot topic and continues to grow rapidly, with Bloomberg predicting the $2.2 trillion ESG debt market to hit $11 trillion by 2025, based on the rate of growth during the past five years.

The rise of ESG finance

Published on 01 Oct 2021. By Sukh Ahark, Partner, Co-head of India Desk

ESG (Environmental, Social and Governance) finance remains a hot topic and continues to grow rapidly, with Bloomberg predicting the $2.2 trillion ESG debt market to hit $11 trillion by 2025, based on the rate of growth during the past five years.

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.

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.

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.

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.

Directors' duties and conflicts of interest – application to former directors

Published on 28 Jun 2021. By Ben Magahy, Senior Associate

The High Court has recently considered the scope of the duty to avoid conflicts of interest as it applies to former directors of a company.

The beginning of the end for tax havens?

Published on 08 Jun 2021. By Ben Roberts, Partner

Over the weekend it was widely reported that the 'G7' nations had agreed a deal on global tax reform.

Japan's quiet approach to cross-border investment is changing

Published on 06 May 2021. By Nigel Collins, Partner, Head of Japan Desk

This article highlights a few interesting insights from an interview of Nigel Collins (RPC) and Mangyo Kinoshita (southgate) conducted by Brunswick Group.

Expert determination of completion accounts and "manifest error"

Published on 06 Apr 2021.

The courts narrowly interpret what is a "manifest error" in the context of expert determination of completion accounts.

Insurance M&A and financing Q1 2021

Published on 22 Mar 2021. By James Mee, Partner

This blog considers insurance M&A and financing trends over the past 12 months.

FCA guidance on cancellations and refunds

Published on 15 Mar 2021. By Whitney Simpson, Of Counsel

COVID-19 disruption has caused an unprecedented number of cancellations of trips, holidays, and other events. On 2 April 2021, the temporary guidance which the FCA published in October 2020 setting out its expectations for insurance and card providers, is due to come to an end.

Spring Budget 2021 – spend now, tax later?

Published on 11 Mar 2021. By Ben Roberts, Partner

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

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

National Security and Investment Bill – when will it come into force?

Published on 17 Feb 2021. By Neil Brown, Partner

This blog considers when the National Security and Investment Bill might come into force, and the risk that transactions currently underway might be caught by the incoming rules.

The 2021 Budget and M&A

Published on 11 Feb 2021. By James Mee, Partner and Ben Roberts, Partner

Many in business will have a keen eye on Rishi Sunak's Budget announcement that is due on 3rd March. As always, there is intense press speculation as to the measures that may be announced.

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.

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.

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.

The Brexit deal and tax – what did we end up with?

Published on 26 Jan 2021. By Ben Roberts, Partner

Over the festive period a Brexit deal was finally agreed between the UK and the EU, just in time for the end of the transition period on New Year's Eve.

Japan-UK free trade agreement and Japan Inc M&A

Published on 23 Nov 2020. By Nigel Collins, Partner, Head of Japan Desk

Japan and the UK signed a post-Brexit bilateral free trade agreement on 23 October 2020 with an implementation date of 1 January 2021. This ensures continuity in trade and investment beyond the end of the UK's transition period.

National Security and Investment Bill – Headline Points

Published on 20 Nov 2020. By Neil Brown, Partner

This blog summarises the key headlines from the new National Security and Investment Bill.

A guide to buying and selling English residential property

Published on 16 Nov 2020.

With the advent of COVID-19, Brexit and global market volatility, the mature, fast-moving English real estate sector faces unprecedented challenges. However history has shown the English residential property market to be particularly resilient and many consider this a time of unique opportunity.

10 tips for preparing a Section 172 Statement

Published on 02 Nov 2020. By Emily McGregor, Partner

For financial years beginning on or after 1 January 2019, all large private companies must include a statement in their annual report and accounts explaining how the directors have had regard to the matters in section 172 of the Companies Act 2006 when performing their duties.

The rule of DAC6 - are you ready?

Published on 16 Oct 2020. By Ben Roberts, Partner

UK companies involved in cross-border transactions need to be aware of looming reporting deadlines imposed by EU law and now implemented in the UK . These rules are designed to facilitate the reporting and sharing between EU tax authorities of instances of tax planning. However, the types of transactions caught by these rules are not limited to aggressive tax planning arrangements. In a number of cases, it is not a requirement for there to be a tax motive for the transaction to be reportable.

Future Funding here to stay?

Published on 09 Sep 2020. By Edward Colville, Partner

Latest figures show Future Fund's £642m investment in UK start-ups, but criticism of Government-backed business interruption loan schemes remains.

Calculating fair value – is it really fair?

Published on 04 Aug 2020. By Chris Brierley, Partner

The difficulties in determining what is meant by the phrase "fair value" have been highlighted by a recent decision of the Privy Council in the case of Shanda Games Ltd v Maso Capital Investments Ltd.

Drafting Formulae – the power of worked examples

Published on 27 Jul 2020. By Neil Brown, Partner

This blog considers a recent decision in which the High Court interpreted that worked examples took priority over narrative drafting, where the two were inconsistent.

W&I Insurance: The rise of synthetic warranties?

Published on 22 Jul 2020. By Jeremy Cunningham, Partner

Warranty and indemnity (W&I) insurers are seeking innovative ways to service the M&A market in a Covid-19 pandemic induced downturn. This article discusses the potential uses for W&I insurance policies with synthetic aspects in meeting the market's current needs.

M&A - how due diligence is being changed by coronavirus

Published on 13 Jul 2020. By Jeremy Cunningham, Partner

This blog considers what new areas of M&A due diligence may need to be prioritised in light of business changes brought about by coronavirus and the resulting disruption to normal business activity.

Corporate Insolvency and Governance Act 2020: What's changed for companies?

Published on 06 Jul 2020. By Ella Shanks, Associate

The Corporate Insolvency and Governance Act 2020 (the Act) came into force on 27 June 2020

Loan covenant disputes likely to impact almost all industry sectors unless lenders and investors work to find resolution

Published on 12 Jun 2020. By Sukh Ahark, Partner, Co-head of India Desk

Loan covenant disputes caused by the coronavirus crisis are likely to impact almost all industry sectors in the coming year, unless lenders and investors work together to resolve problems caused by covenant breaches.

Insurance special purpose vehicles - the wheels of change in motion

Published on 01 Jun 2020. By Lauren Murphy, Senior Associate

On 22 May 2020 the PRA published updates to its approach to the authorisation and supervision of insurance special purpose vehicles (ISPVs).

Football referees held not to be employed for tax purposes – the final whistle for HMRC?

Published on 14 May 2020. By Ben Roberts, Partner

Whether an individual is employed, or self-employed, for tax purposes is a question that has – in the era of the 'gig' economy and given the anticipated extension of the off-payroll working (IR35) rules – never required closer examination.

Tips for minimising costs on Part VII transfers

Published on 11 May 2020. By Neil Brown, Partner

The Covid-19 crisis might cause insurers to seek to free up capital by disposing of portfolios of legacy business. This blog sets out some tips for carrying out Part VII transfers whilst under increasing costs constraints.

New 100% government-backed loan scheme for small and medium-sized businesses

Published on 04 May 2020. By Sukh Ahark, Partner, Co-head of India Desk and Lauren Murphy, Senior Associate

The new 'Bounce Back Loans' scheme (the "Scheme") launches today. The Scheme provides small and medium-sized businesses with loans from between £2,000 and £50,000, such cash to be accessible within days.

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?