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Japan and ESG-focused M&A

Published on 12 Jul 2022. By Nigel Collins, Partner, Head of Japan Desk

ESG has become a hot topic in the Corporate world and is now a priority for many corporates.

The FCA: becoming a data-driven regulator

Published on 01 Jul 2022. By Neil Brown, Partner and Lauren Murphy, Senior Associate

The FCA published its second data strategy in 2020 (the first being published in 2013) and since then it has been full steam ahead.

Technology in Insurance

Published on 22 Jun 2022. By William Hogarth, Partner

On 16 June 2022 RPC hosted an afternoon of talks and panel sessions on the theme of 'Technology in Insurance', the culmination of the firm's TechWeek which brings market experts and lawyers together to discuss risks and opportunities with new technologies within different business sectors.

Model Articles deemed unsuitable for sole director companies

Published on 24 May 2022. By Rupert Wyles, Senior Associate

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.

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

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.

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.

FCA approach to Part VII transfers

Published on 03 May 2022.

On 15 February 2022, the Financial Conduct Authority (FCA) published its final guidance (FG22/1) on its approach to reviewing insurance business transfer schemes under Part VII of the Financial Services and Markets Act 2000.

Electronic signing on corporate transactions: What is current best practice?

Published on 26 Apr 2022. By Ella Shanks, Senior Associate

Electronic signing has now replaced in-person signing as the norm for most lawyers and clients on corporate transactions. This article summarises the current guidance from a number of sources on conducting electronic signing procedures.

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, Senior 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 Practice

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 Practice

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.

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.