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Fast-growing IP and tech practice at RPC welcomes Caroline Tuck as Partner

Published on 16 Oct 2023. By Caroline Tuck, Partner

International law firm RPC is pleased to announce the appointment of Caroline Tuck as a Partner in its Intellectual Property and Technology (IP & Tech) team. Caroline Tuck joins RPC from Deloitte, where she was a Director in the Disputes team.

The November 2023 AI safety summit and the UK's direction of travel

Published on 29 Aug 2023. By Helen Armstrong, Partner and Charles Buckworth, Partner and Joshy Thomas, Knowledge Lawyer

The government has confirmed that the UK AI safety summit will be held at Bletchley Park on 1 and 2 November 2023.

Telecoms supply agreement excludes "loss of profit" claim under "anticipated profits" liability exclusion (EE v Virgin Mobile)

Published on 25 Aug 2023. By Helen Armstrong, Partner and Ben Harris, Associate and Joshy Thomas, Knowledge Lawyer

In line with a number of recent cases, in EE Limited v Virgin Mobile Telecoms Limited [2023] EWHC 1989 (TCC) the courts have shown that parties generally cannot avoid clear wording contained in exclusion clauses in order to recover losses that have been expressly excluded (in this case, loss of profits).

Rolls-Royce entitled to hit the brakes in dispute over termination of a software services agreement (Topalsson v Rolls-Royce)

Published on 14 Aug 2023. By Helen Armstrong, Partner and Ben Harris, Associate and Joshy Thomas, Knowledge Lawyer

In Topalsson GmbH v Rolls-Royce Motor Cars Limited [2023] EWHC 1765 (TCC), the High Court has provided useful guidance on how to determine whether a software implementation timeline agreed by the parties is binding, when implementation is considered complete and in what circumstances failing to complete implementation by the contractual deadlines entitles the customer to terminate the contract.

A narrow escape – software services provider entitled to rely on single aggregate liability cap (Drax v Wipro)

Published on 25 Jul 2023. By Helen Armstrong, Partner and Ben Harris, Associate and Joshy Thomas, Knowledge Lawyer

When it comes to bespoke software development projects, a lot can go wrong. There's risk for the customer such as project delays, software defects, functionality issues and a lack of meeting of minds in terms of project requirements.

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.

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.

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.

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.

Accessory liability: when will directors be held liable for IP infringements committed by their companies – and what is counted as "profits"?

Published on 20 Jun 2024. By Emma Dunnill, Senior Associate and Rory Graham, Associate

The Supreme Court in Lifestyle Equities CV & Anor v Ahmed & Anor [2024] UKSC 17, has allowed an appeal by two company directors who were found liable as accessories to trade mark infringement by the company in which they were directors. The decision provides helpful clarification on the required elements for accessory liability in the context of IP right infringement claims and confirms the sums to be included in an account of profits if liability is established (spoiler alert: a director's salary is not considered to be "profit").

Online platforms should Swatch out: Samsung found liable for infringing third-party content available on the Samsung Galaxy App store

Published on 22 Jan 2024. By Sarah Mountain, Partner and Emma Dunnill, Senior Associate and Zoe Harvey, Associate

The Court of Appeal in Montres Breguet SA v Samsung Electronics [2023] EWCA Civ 1478 has dismissed Samsung's appeal and upheld a first instance decision which found it liable for trade mark infringement in relation to third-party watch faces available on the Samsung Galaxy App store. This judgment provides guidance on what constitutes "use" of a sign by an online app store and the applicability of the e-Commerce Directive hosting defence.

The Sky's the limit for trade mark applications. Or is it?

Published on 12 Jul 2023. By Sarah Mountain, Partner and Ellie Chakarto, Associate and Noonie Holmes, Associate

Context is everything – key takeaways on green claims from the CMA's recent consumer law conference

Published on 18 Jul 2023. By Oliver Bray, Senior Partner and Hettie Homewood , Senior Associate and Praveeta Thayalan, Knowledge Lawyer

On 28 June 2023, the Competition and Markets Authority (CMA) held a highly anticipated conference on consumer law and enforcement. RPC's Senior Partner Oliver Bray was invited to speak on green claims alongside a stellar panel comprising Anna Jewitt (CMA), Justine Grimley (Advertising Standards Authority (ASA)), Tim Rowe (Financial Conduct Authority), and Rupert Earle (Bates Wells).

Climate-related financial disclosures: what companies and LLPs need to know about the UK's new mandatory rules

Published on 10 May 2022.

The UK's new climate-related financial disclosures: mandatory requirements to come clean

A look at climate insurance (With Richard Matsui)

Published on 20 Apr 2022.

Welcome to Insurance Covered, the podcast that covers everything insurance. In this episode Peter is joined by Richard Matsui, Co-founder of kWh Analytics, and they will be discussing the insurance of renewable energy sources with a particular focus on solar power.

'Big Plastic' is an emerging climate risk and a ticking time-bomb for litigation

Published on 14 Apr 2022. By Lucy Dyson , Partner

The tangible commitment to plastics regulation and action will likely trigger a new wave of plastics-related litigation.

Insurers need their own Hippocratic Oath

Published on 22 Mar 2022. By Simon Laird, Global Head of Insurance and Peter Mansfield, Partner

Does insurance have a role to play in setting the ethical standard for corporate ESG and promoting a ‘do no harm’ philosophy?"

Shell directors facing potential UK ESG shareholder derivative lawsuit

Published on 18 Mar 2022. By James Wickes, Partner

In the wake of COP26, more focus than ever is being given to the climate risks which apply to every aspect of business. Scrutiny of a company's climate awareness and adherence to applicable regulation is at the forefront of minds of companies' stakeholders.

ESG claims in the banking and financial markets Sector: will "greenwashing" claims soon be common in the UK?

Published on 14 Feb 2022. By Chris Ross, Partner

Environmental, Social and Governance "ESG" funds are an attractive avenue for investors seeking responsible investment choices.

A look at sustainable insurance (a podcast with Julian Richardson)

Published on 20 Jan 2022.

Welcome to Insurance Covered, the podcast that covers everything insurance. In this episode Peter is joined by Julian Richardson, CEO of Parhelion Underwriting and our topic for this episode is sustainable insurance.

A look at Flood Re (a podcast with Andy Bord)

Published on 22 Dec 2021.

Welcome to Insurance Covered, the podcast that covers everything insurance. In this episode Peter is joined by Andy Bord, CEO of Flood Re, a specialist UK reinsurer of flood risks. In this episode we will be discussing all things Flood Re.

What if the CEO asks me... about ESG-linked financing facilities

Published on 28 Sep 2021. By Edward Colville, Partner and Sukh Ahark, Partner, Co-head of India Desk

As focus moves from short term lockdown liquidity on to longer term financing needs, loan facilities linked to ESG and sustainability targets are back in the news.

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).

The Times recognises RPC among Best Law Firms 2024

Published on 30 Oct 2023.

International law firm, RPC, has been recognised by The Times in its Best Law Firms 2024 report, an annual ranking of the top 250 law firms in England and Wales.

UK tech cases warn of liability clause drafting pitfalls

Published on 21 Sep 2023. By Helen Armstrong, Partner

Excluding and limiting liability is a vital part of any commercial contract. The irony, though, is that despite its importance, almost any exclusion or limitation of liability — if pored over to the nth degree — will have some ambiguity in the face of complex and often unforeseen consequences of breach.

Thirty minutes in Decentraland: A metaverse adventure

Published on 14 Jun 2023. By Christopher Whitehouse, Senior Associate and Becky Baker , Associate

Decentraland is one of the best known 'metaverses' that currently exist. It is a giant virtual world where users can create 'avatars' (a digital representation of yourself) and interact with one another. Users can also buy and develop virtual land, the mechanics of which involve purchasing an NFT (non-fungible token) connected with the relevant land plot. Users can then develop their land and build unique 3D environments.

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.

UK listing regime reforms: impact on standard listed issuers

Published on 08 May 2024. By Janice Chan, Senior Associate

Following the FCA's May 2023 consultation on major reforms to streamline and enhance the UK listing regime and its December 2023 publication of detailed proposals, the FCA has now published a consolidated draft UK Listing Rules instrument (UKLR) to replace the current Listing Rules, together with proposed changes to its guidance.

PLC QTRLY - Q1 2024

Published on 17 Apr 2024. By Connor Cahalane, Partner, Head of Public Companies and James Channo, Partner and Karen Hendy, Partner, Head of Corporate

This is our regular quarterly update 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.

Reversal of recent changes to the Financial Promotions Order

Published on 27 Mar 2024. By Whitney Simpson, Of Counsel

A number of the provisions of the Economic Crime and Corporate Transparency Act 2023 came into force on 4 March 2024. This Act is intended to give UK Companies House greater powers to prevent UK companies from being used for economic crimes.

Provisions of Economic Crime and Corporate Transparency Act 2023 now in force

Published on 14 Mar 2024. By Rosamund Akayan, Knowledge Lawyer

A number of the provisions of the Economic Crime and Corporate Transparency Act 2023 came into force on 4 March 2024. This Act is intended to give UK Companies House greater powers to prevent UK companies from being used for economic crimes.

Spring Budget 2024 – Main tax announcements

Published on 12 Mar 2024. By Ben Roberts, Partner

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

Thinking of marketing a sale of unlisted shares?… There have been some changes to the Financial Promotions Order you need to know about

Published on 27 Feb 2024. By Whitney Simpson, Of Counsel

On 31 January 2024, changes made to the high net worth individual and self-certified sophisticated investor exemptions contained in the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO") came into effect.

PLC QTRLY - Q4 2023

Published on 05 Feb 2024. By Connor Cahalane, Partner, Head of Public Companies and James Channo, Partner and Karen Hendy, Partner, Head of Corporate

This is our regular quarterly update 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.

What do your corporate governance leads need to know about tackling greenwashing?

Published on 13 Nov 2023. By Phoebe Nowell-Usticke, Associate

The Chartered Governance Institute UK & Ireland (CGI) has published a helpful report, "Tackling greenwashing from a governance perspective", to assist corporate governance professionals in ensuring organisations are compliant with new expectations.

Economic Crime and Corporate Transparency Act – what you need to know about the corporate transparency reforms

Published on 06 Nov 2023. By Rosamund Akayan, Knowledge Lawyer

The Economic Crime and Corporate Transparency Act, which received Royal Assent on 26 October 2023, overhauls the role of Companies House and the corporate transparency obligations of UK companies.

PLC QTRLY - Q3 2023

Published on 12 Oct 2023. By Connor Cahalane, Partner, Head of Public Companies and James Channo, Partner and Karen Hendy, Partner, Head of Corporate

This is our regular quarterly update 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.

US to prohibit outbound investment in certain advanced technologies – a massive expansion of national security laws

Published on 22 Aug 2023. By Neil Brown, Partner

On 9 August 2023, President Biden declared a US national emergency in relation to the national security threat posed by certain advanced technologies and issued an Executive Order directing that investment by US persons in such technologies be subject to prior notification or outright prohibition.

Finsbury Food v AXIS: what are the key takeaways for warranty and indemnity insurers and policyholders?

Published on 19 Jul 2023. By Charmaine Chew, Associate and Matt Ward, Trainee Solicitor

The Commercial Court recently handed down its judgment in the case of Finsbury Food Group Plc v AXIS Corporate Capital UK Ltd & Ors [2023] EWHC 1559 (Comm). This is the first time the court has considered a claim under a W&I insurance policy, and provides a helpful example of how key concepts, such as material adverse change and valuation, are considered by the court.

PLC QTRLY - Q2 2023

Published on 14 Jul 2023. By Connor Cahalane, Partner, Head of Public Companies and Karen Hendy, Partner, Head of Corporate and Rosamund Akayan, Knowledge Lawyer

This is our regular quarterly update 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.

10 Practical Tips for Navigating the W&I Underwriting Process

Published on 12 Jun 2023. By Charmaine Chew, Associate

Warranty and indemnity (W&I) insurance provides cover for losses arising from a breach of warranty, or a tax deed claim, in connection with a merger or acquisition (M&A) transaction. The use of W&I insurance offers significant advantages (such as allowing the seller to make a clean exit, and helping to maintain the relationship between the parties), and as such, is becoming an increasingly common feature of M&A transactions.

Automatic conversion of shares held invalid

Published on 30 May 2023. By Arjun Patel, Associate

The High Court has interpreted that a right for preferred shares to be converted to ordinary shares is subject to class right approval by the preferred shareholders.

Take notice: the importance of complying with formal notification requirements

Published on 23 May 2023. By Ben Magahy, Senior Associate

A recent judgment of the High Court has highlighted the potential hurdles thrown up by notification clauses in share purchase agreements.

Sustainability-Linked Bonds

Published on 24 Apr 2023.

The ESG finance market continues to develop and grow as interest and demand for environmentally and socially conscious investments becomes more and more important to investors around the world.

PLC QTRLY - Q1 2023

Published on 19 Apr 2023. By Connor Cahalane, Partner, Head of Public Companies and Karen Hendy, Partner, Head of Corporate and Rosamund Akayan, Knowledge Lawyer

This is our regular quarterly update 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.

Proposed removal of requirement for shareholder vote on significant transactions and related party transactions: FCA provides update on Listing Rule reforms

Published on 03 Apr 2023. By Karen Hendy, Partner, Head of Corporate and Connor Cahalane, Partner, Head of Public Companies

The FCA has provided an update on reforms to the Listing Rules proposed last year in its discussion paper DP22/2.

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.

Say on Climate resolutions

Published on 08 Feb 2023. By Connor Cahalane, Partner, Head of Public Companies

Institutional investors are increasingly calling on listed companies to put their climate transition plans to a shareholder vote in the form of Say on Climate resolutions at their Annual General Meetings.