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Stamp duty land tax (SDLT) avoidance and corporate property deals – the importance of timing!
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.
Read moreModel Articles deemed unsuitable for sole director companies
A recent decision of the High Court in Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch) has suggested that the model articles for private companies are not suitable for companies with a sole director appointed.
Read moreA licence to kill... a licence
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.
Read moreNew regulations to permit assignment of receivables under commercial contracts now in force
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.
Read moreHuawei and UK National Security - A new technology cold war?
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.
Read moreHong Kong Employment Law Update: Mandatory Provident Fund offsetting mechanism to be abolished after decade-long debate and campaigning
Following on from our brief update published on 9 June 2022, this article provides a detailed overview of the amendments put forward by the long-awaited Employment and Retirement Schemes Legislation (Offsetting Arrangement) (Amendment) Bill 2022 (the "Bill"), which was finally passed by the Legislative Council on 9 June 2022. The main feature of the Bill is the abolishment of the offsetting mechanism of the Mandatory Provident Fund ("MPF").
Read moreHong Kong Wage Subsidy Update – Government announces new round of Employment Support Scheme
The Government has at last finalized the details of the new round of Employment Support Scheme ("2022 ESS"). The purpose of the 2022 ESS to offer limited time financial support to small and medium-sized enterprises through providing wage subsidies to encourage enterprises to increase employment and to retain employees who would otherwise be made redundant.
Read moreIncreased penalty for employers who employ overstayers
Immigration (Amendment) Ordinance 2021 (“IAO”)
Read moreHong Kong's Legislative Council to consider Cancellation of MPF Offsetting
Under the Employment Ordinance, employers can offset long service payment or severance payment due to an employee against the employer's mandatory and voluntary contributions to the Mandatory Provident Fund (MPF), Hong Kong's pension system.
Read moreReimbursement of Maternity Leave Pay Scheme in Hong Kong
Hong Kong's statutory maternity leave has been extended from 10 weeks to 14 weeks with effect from 11 December 2020. From 1 April 2021, the Hong Kong Government has started accepting applications to reimburse employers' payment in respect of the extended period of maternity leave.
Read moreCOVID 19 Your workforce: What on earth is "furlough"?
Meaning of furlough, especially in the context of companies dealing with the impact of COVID-19.
Read moreCOVID-19 Your workforce: pay and costs - practical ideas our clients are exploring
COVID-19 Your workforce: pay and costs - practical ideas our clients are exploring. These are extraordinary times that place extraordinary pressures on all of us, including dealing with your workforce. We set out below some ideas that we are hearing about from our clients and some areas you may wish to think about in terms of your employee costs.
Read moreCOVID-19 Your workforce: supporting mental health when home working
COVID-19 Your workforce: supporting mental health when home working. Many of us are working from home during this crisis and while this can be an effective way of working for some, it is less happy for others; loneliness, caring for vulnerable dependants and challenging home environments are all being experienced. There may be members of your teams who fall into these categories.
Read moreEBA encourages banks to pool their resources for cloud audits
The EBA has set out that banks are no longer required to provide their auditors (or themselves) with an independent right to audit their cloud service providers.
Read moreFinal UK listing rules: modified transfer process for issuers in transition category
On 11 July 2024, the FCA published the final UK Listing Rules (UKLR) which came into effect on 29 July 2024 (Implementation Date). The UKLR are broadly in line with the FCA's previous proposals.
Read moreUK government updates NSIA market guidance and statement on call-in powers
Recent developments such as the removal of Huawei from the UK's 5G networks and President Biden's 2023 executive order on outbound investment in sensitive technologies have brought into focus potential national security risks arising from global trade and investment.
Read moreProposed removal of requirement for shareholder vote on significant transactions and related party transactions: FCA provides update on Listing Rule reforms
The FCA has provided an update on reforms to the Listing Rules proposed last year in its discussion paper DP22/2.
Read moreKey takeaways from the first year of the national security regime
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.
Read moreSpring Budget 2023 - Main Tax Announcements
This blog discusses some of the key tax changes announced in this week's Spring Budget.
Read moreWhen is a director personally liable for a company's wrongs?
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).
Read moreMeaning of contractual duty of good faith
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).
Read moreHow to comply with the FCA's new diversity and inclusion targets for listed companies
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.
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 moreUK Listing Review wants companies to stay at home
Recommendations will make it easier to list and fundraise on the London Stock Exchange
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 moreRestrictive covenants in shareholders' agreements and commercial contracts
The Court of Appeal has recently reaffirmed the approach to the enforceability of restrictive covenants in shareholders' agreements and other commercial contracts.
Read moreCorporate governance for large private companies
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.
Read more'Green Finance' enters the mainstream
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.
Read moreNational Security and Investment – the EU's response
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.
Read moreMore than you bargained for: the implied duty of good faith
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.
Read moreDerivative transactions – the obligation to report
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?
Read morePart Three: Five practical implications of side letters and most favoured nations clauses for fund investors and managers
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.
Read morePart Two: Side letters and fundraising
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.
Read morePart One: Overview of side letters & MFNs when investing in private equity funds
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.
Read moreCOVID-19 and Commercial Tenants' Rights Regarding Rent
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.
Read moreConstruction and Engineering Law 2024
We are delighted to have contributed once again to ICLG's Construction and Engineering Law guide for 2024. The comprehensive guide delves into the multifaceted world of construction and engineering law, providing an essential reference for understanding and comparing the handling of common legal challenges across various jurisdictions.
Read moreAI in Construction
There is a lot of discussion around Artificial Intelligence ("AI") and its application to industry. We have considered what AI is, the benefits and risks, how it fits into the construction industry, the effect on insurers and what the future holds.
Read moreCourt considers requirements for a condition precedent to litigation in Local Authority application
In Lancashire Schools SPC Phase 2 Ltd v Lendlease Construction (Europe) Ltd [2024] EWHC 37 (TCC) a local authority failed in its application to have the claim against it stayed or struck out on the basis of non-compliance with a contractual dispute resolution mechanism.
Read moreCode of Conduct for Leasing of Retail Premises to take effect from 1 February 2024
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.
Read moreFirst out the traps: Dissecting the first remediation order under the Building Safety Act
Our non-contentious construction team have recently contributed an article to Practical Law considering the first remediation order made by the First-tier Tribunal under section 123 of the Building Safety Act 2022 in Waite and others v Kedai Ltd (2023) LON/00AY/HYI/2022/0005 & 0016.
Read moreThe fit-out problem
An article considering the insurance strategy of fit-out works, which looks at co-insurance following the Court of Appeal's judgment in FM Conway Ltd v The Rugby Football Union and others [2023] EWCA Civ 418, the approach under JCT contracts, public liability insurance and the tenant's liability.
Read moreChoppy waters ahead? The significance of Oceanfill
The economic outlook for the UK in 2023 remains uncertain, and more companies may need to restructure their businesses to ensure survival. This
Read moreRegister of Overseas Entities – one month since the deadline and thousands still face penalties from failure to register
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.
Read moreTwo-stage procurement: some key considerations for PCSAs
In our previous blog post, we introduced two-stage procurement and two key options for documenting it (a pre-construction services agreement (PCSA) followed by a separate main works contract and a Combined PCSA/Main Contract) noting that the differences were generally presentational or mechanical. For the purposes of this post, we will refer only to the PCSA and main contract option, but please note that the same principles apply to the Combined PCSA/Main Contract.
Read moreCladding and Valuation: Important RICS guidance under consultation until 31 October 2022 – have your say!
The consultation is part of RICS' plan to introduce a new professional standard for valuing properties in multi-storey, multi-occupancy residential buildings with cladding. This will take the form of an RICS-approved technical guidance note, with the objective of supporting an effective homebuying market.
Read moreTwo-stage procurement
In a recent survey undertaken as part of the RIBA Construction Contracts and Law Report 2022, it was reported that over a third (37%) of respondents had used two-stage procurement over the last 12 months. We are similarly seeing two-stage procurement being used more and more in the construction industry, particularly for major building projects. In fact, the majority of recent development projects we have advised on in the UK were procured on a two-stage basis.
Read moreRegister of Overseas Entities – Register now to keep transactions running smoothly
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.
Read moreBusiness Rates – an unpopular tax imposed in unfortunate circumstances
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.
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