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Equity Commitment Letters – are they enforceable?
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?
Read moreCarve-out deals: Preparation for separation
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.
Read moreTurning the ratchet - understanding anti-dilution rights in venture capital
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.
Read moreThe rise of ESG finance
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.
Read moreThe rise of ESG finance
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.
Read moreBalance on the board: Eight things UK PLCs need to know about the FCA's diversity targets
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.
Read moreBalance on the board: Eight things UK PLCs need to know about the FCA's diversity targets
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.
Read moreBalance on the board: Eight things UK PLCs need to know about the FCA's diversity targets
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.
Read moreTakeover Code: What has changed?
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.
Read moreTakeover Code: What has changed?
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.
Read moreDirectors' duties and conflicts of interest – application to former directors
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.
Read moreThe beginning of the end for tax havens?
Over the weekend it was widely reported that the 'G7' nations had agreed a deal on global tax reform.
Read moreJapan's quiet approach to cross-border investment is changing
This article highlights a few interesting insights from an interview of Nigel Collins (RPC) and Mangyo Kinoshita (southgate) conducted by Brunswick Group.
Read moreExpert determination of completion accounts and "manifest error"
The courts narrowly interpret what is a "manifest error" in the context of expert determination of completion accounts.
Read moreInsurance M&A and financing Q1 2021
This blog considers insurance M&A and financing trends over the past 12 months.
Read moreFCA guidance on cancellations and refunds
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.
Read moreUK Listing Review wants companies to stay at home
Recommendations will make it easier to list and fundraise on the London Stock Exchange
Read moreUK Listing Review wants companies to stay at home
Recommendations will make it easier to list and fundraise on the London Stock Exchange
Read moreNational Security and Investment Bill – when will it come into force?
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.
Read moreThe 2021 Budget and M&A
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.
Read moreTime for public companies to come clean: New UK climate-related disclosures and ESG guidance
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.
Read moreTime for public companies to come clean: New UK climate-related disclosures and ESG guidance
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.
Read moreTime for public companies to come clean: New UK climate-related disclosures and ESG guidance
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.
Read moreThe Brexit deal and tax – what did we end up with?
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.
Read moreJapan-UK free trade agreement and Japan Inc M&A
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.
Read moreNational Security and Investment Bill – Headline Points
This blog summarises the key headlines from the new National Security and Investment Bill.
Read moreA guide to buying and selling English residential property
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.
Read more10 tips for preparing a Section 172 Statement
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.
Read moreThe rule of DAC6 - are you ready?
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.
Read moreFuture Funding here to stay?
Latest figures show Future Fund's £642m investment in UK start-ups, but criticism of Government-backed business interruption loan schemes remains.
Read moreCalculating fair value – is it really fair?
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.
Read moreDrafting Formulae – the power of worked examples
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.
Read moreW&I Insurance: The rise of synthetic warranties?
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.
Read moreM&A - how due diligence is being changed by coronavirus
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.
Read moreCorporate Insolvency and Governance Act 2020: What's changed for companies?
The Corporate Insolvency and Governance Act 2020 (the Act) came into force on 27 June 2020
Read moreLoan covenant disputes likely to impact almost all industry sectors unless lenders and investors work to find resolution
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.
Read moreInsurance special purpose vehicles - the wheels of change in motion
On 22 May 2020 the PRA published updates to its approach to the authorisation and supervision of insurance special purpose vehicles (ISPVs).
Read moreFootball referees held not to be employed for tax purposes – the final whistle for HMRC?
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.
Read moreTips for minimising costs on Part VII transfers
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.
Read moreNew 100% government-backed loan scheme for small and medium-sized businesses
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.
Read moreHigh Court interprets meaning of indemnity for damage caused "prior to completion"
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.
Read moreFuture Fund
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.
Read moreWhat is covered by an indemnity for "liabilities"?
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?
Read moreRegulator urges lenders to carefully consider their responses to borrower's potential breaches of covenants owing to COVID-19
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.
Read moreSigning documents during COVID-19 in Hong Kong
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.
Read moreThe new Coronavirus Large Business Interruption Loan Scheme
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.
Read moreCOVID-19 and tax residence
This blog considers the potential risks posed by the COVID-19 pandemic to maintaining offshore tax structures.
Read moreCoronavirus Business Interruption Loan Scheme – attempts to address inaccessibility
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.
Read moreManaging SM&CR during the Coronavirus crisis
This blog considers the challenges caused by CV-19 in relation to the governance and SM&CR compliance of regulated firms in the UK.
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