Search results

RPC Bites #17

Published on 24 Sep 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure.

RPC Bites #16

Published on 10 Sep 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure.

CBD products no longer ex-hemp from regulation

Published on 02 Sep 2020. By Sarah Mountain, Partner and Natalie Drew, Senior Associate

In recent years, there has been a surge in demand for food and drink products containing cannabidiol (CBD). Popular items have ranged from oils with added CBD to CBD-infused chocolate and kombucha. With the market experiencing double digit growth year on year and a recent spike in demand during 'lockdown', UK consumers continue to demonstrate ever greater interest in CBD products. But with new regulatory requirements on the horizon, are things about to change?

RPC Bites #15

Published on 26 Aug 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure.

RPC Bites #14

Published on 07 Aug 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure.

RPC Bites #13

Published on 21 Jul 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure. Enjoy!

VAT'll do nicely – temporary VAT rate cut to boost hospitality and tourism sectors

Published on 13 Jul 2020. By Ben Roberts, Partner

Last week, as part of efforts to boost the UK economy in light of the Covid-19 pandemic, the Chancellor announced a temporary (6 month) cut in the rate of VAT for certain supplies of hospitality, hotel and holiday accommodation, and admissions to certain attractions.

RPC Bites #12

Published on 08 Jul 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure. Enjoy!

'Nosecco' is a no-no, says the High Court

Published on 01 Jul 2020. By Ciara Cullen, Partner and Sarah Mountain, Partner

In recent years, health and wellbeing has been big business in the UK. The COVID-19 outbreak has only further stoked the desire to obtain and maintain healthy minds and bodies and the trend looks set to continue, across the retail sector.

RPC Bites #11

Published on 24 Jun 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure. Enjoy!

Beware the desire to "make hay while the sun shines" – the ASA warns marketers to "think very carefully" before making COVID-19 claims

Published on 17 Jun 2020. By Sarah Mountain, Partner and Samuel Coppard, Senior Associate

There is no denying the recent popularity of health and wellness trends: As at the end of 2018, the market had an estimated global value of $4.2 trillion. During the current climate, it has understandably gathered even more traction, with consumers increasingly concerned about obtaining and maintaining healthy bodies and minds.

RPC Bites #10

Published on 10 Jun 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure.

RPC Bites #9

Published on 29 May 2020. By Ciara Cullen, Partner and Ben Mark, Partner

Welcome to RPC Bites. Our aim in the next 2 minutes is to provide you with a flavour of some key legal, regulatory and commercial developments in the Food & Drink sector over the last fortnight… with the occasional bit of industry gossip thrown in for good measure. Enjoy!

The ASA bites back – Burger King 'Rebel Whopper' ads ruled to be misleading and in breach of advertising rules

Published on 07 May 2020. By Ben Mark, Partner

At the start of the year, Veganuary hit the headlines, with the British public challenged to ditch animal by-products in favour of a plant-based diet for the month of January.

Carluccio's serves up a rescue recipe

Published on 28 Apr 2020. By Paul Bagon, Partner and Olivia Whitehead, Hospitality & Events Executive

On Friday 24 April, RPC hosted a 30 minute webinar on the interaction of furloughing and insolvency law.

Food & Beverage

With experience across the food and drink supply chain, we understand the challenges you face. Partner with us to protect your interests and gain a competitive advantage.

Corporate transparency reforms: what comes next?

Published on 20 Dec 2024. By Ella Shanks, Senior Associate

Last year, we reported on the impact of the Economic Crime and Corporate Transparency Act 2023 (the Act), which introduces the biggest changes to Companies House since corporate registrations were established in 1844. Companies House has now issued a transition plan for implementation of the Act, summarising the changes which have already been brought into effect and laying out Companies House's timing expectations for implementation of the remaining updates, including those relating to identity verification.

Take notice: Court of Appeal reverses High Court decision on validity of notice of warranty claim

Published on 11 Nov 2024. By Rosamund Akayan, Knowledge Lawyer

Last year we reported on the High Court's decision in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2023] EWHC 412 (Comm) that a purchaser's breach of warranty claim under a share purchase agreement (SPA) was time-barred by a clause that required the purchaser to notify its claim before a specified date "stating in reasonable detail the nature of the claim and the amount claimed (detailing the Buyer's calculation of the Loss thereby alleged to have been suffered)".

Autumn Budget 2024 – Main tax announcements

Published on 04 Nov 2024. By Ben Roberts, Partner and Rachel Stanley, Associate

The Chancellor, Rachel Reeves, delivered the Autumn Budget 2024 on Wednesday 30th October. In doing so, she made the first set of Budget announcements by a Labour Government since 2010. This year's Budget was one of the most eagerly awaited for some time. In terms of the breadth of announcements, it did not disappoint.

UK National Security Screening: NSIA Annual Report 2023-24

Published on 22 Oct 2024. By Josh Smith, Senior Associate

On 10 September 2024, the Government published its third Annual Report (Report) into the acquisition and investment screening regime established by the National Security and Investment Act 2021 (NSIA), covering the year from 1 April 2023 to 31 March 2024. With very limited information regarding cases reviewed under the NSIA regime being publicly available, the Report provides useful colour and insight around the current application of the regime by the Government's Investment Security Unit (ISU) (which administers the operation of the NSIA) and potential trends.

W&I insurance: Key lessons from recent case law

Published on 22 Aug 2024. By Guinevere Lydia Wentworth, Associate and Charmaine Chew, Senior Associate

Recent case law has highlighted the importance of understanding how a buyer on a share or asset sale has valued the target business and the clear drafting of exclusions. This blog considers the key takeaways for both warranty and indemnity (W&I) insurers and insureds.

Final UK listing rules: modified transfer process for issuers in transition category

Published on 14 Aug 2024. By Janice Chan, Senior Associate

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.

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.

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.

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

Published on 13 Nov 2023.

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.

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, Senior Associate and Matt Ward, Associate

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.

10 Practical Tips for Navigating the W&I Underwriting Process

Published on 12 Jun 2023. By Charmaine Chew, Senior 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.

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.

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.

Change in Control

Published on 16 Jan 2023. By Whitney Simpson, Of Counsel

As early as possible in a corporate transaction, you or one of your team should check the Financial Services Register (the "FCA Register"). The FCA Register will reveal whether or not the entity or one of the entities in the group you are purchasing is an Prudential Regulatory Authority ("PRA") and/or Financial Conduct Authority ("FCA") authorised firm, the Buyer (and to a certain extent the Seller) will need to consider the Change in Control Regime under Part 12 of the Financial Services and Markets Act 2000 ("FSMA").

EMI schemes and use of board discretion: new HMRC guidance

Published on 03 Nov 2022. By Ben Roberts, Partner

This blog looks at the recently published HMRC guidance addressing some of the more common types of board discretion in EMI schemes.

When is a director personally liable for a company's wrongs?

Published on 28 Oct 2022.

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).

Meaning of contractual duty of good faith

Published on 26 Oct 2022. By Neil Brown, Partner and Clare Rooney, Associate

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).

Model Articles deemed suitable for sole director companies

Published on 06 Oct 2022. By Rupert Wyles, Senior Associate

A recent decision of the High Court in Re Active Wear Limited [2022] EWHC 2340 (Ch) has suggested that the model articles for private companies are suitable for companies with a sole director appointed, in contrast to another recent decision of the High Court in Hashmi v Lorimer-Wing.

Mini Budget 2022 - Main tax announcements

Published on 29 Sep 2022. By Ben Roberts, Partner

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

Liability of principal for agent's breach of warranty and misrepresentation in a share purchase agreement

Published on 20 Sep 2022.

In the recent case of Ivy Technology Ltd v Martin [2022] EWHC 1218 (Comm) the Commercial Court considered a claim by Ivy Technology in its claims for breach of warranty and fraudulent misrepresentation against Barry Martin and Paul Bell. This case highlights the necessity for a purchaser to test the veracity of a seller's pre-contractual statements through a thorough due diligence process and to ensure that all parties relevant to the target business are party to the SPA.

What's the damage?

Published on 07 Sep 2022. By Chris Brierley, Partner

On every share sale, the sellers will provide warranties – statements of fact relating to the company being sold – to the buyer. If these warranties are not true, the buyer will be entitled to damages to reflect the reduction in value of the shares acquired. But how is this calculated?

Transactional liability insurance outlook

Published on 01 Sep 2022. By Emily McGregor, Partner and Jeremy Cunningham, Partner

2021 saw extraordinary M&A deal volume and more transactional liability insurance policies underwritten than ever before (including specific tax and contingent risk insurance products as well as traditional warranty and indemnity (W&I) insurance policies).

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.