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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.

Corporate Insolvency and Governance Act 2020: What's changed for companies?

Published on 06 Jul 2020. By Ella Shanks, Senior Associate

The Corporate Insolvency and Governance Act 2020 (the Act) came into force on 27 June 2020

Loan covenant disputes likely to impact almost all industry sectors unless lenders and investors work to find resolution

Published on 12 Jun 2020. By Sukh Ahark, Partner, Co-head of India Practice

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.

Insurance special purpose vehicles - the wheels of change in motion

Published on 01 Jun 2020. By Lauren Murphy, Senior Associate

On 22 May 2020 the PRA published updates to its approach to the authorisation and supervision of insurance special purpose vehicles (ISPVs).

Football referees held not to be employed for tax purposes – the final whistle for HMRC?

Published on 14 May 2020. By Ben Roberts, Partner

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.

Tips for minimising costs on Part VII transfers

Published on 11 May 2020. By Neil Brown, Partner

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.

New 100% government-backed loan scheme for small and medium-sized businesses

Published on 04 May 2020. By Sukh Ahark, Partner, Co-head of India Practice and Lauren Murphy, Senior Associate

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.

High Court interprets meaning of indemnity for damage caused "prior to completion"

Published on 28 Apr 2020. By Neil Brown, Partner

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.

Future Fund

Published on 24 Apr 2020. By Sukh Ahark, Partner, Co-head of India Practice and Lauren Murphy, Senior Associate

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.

What is covered by an indemnity for "liabilities"?

Published on 20 Apr 2020. By David Wallis, Partner

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?

Regulator urges lenders to carefully consider their responses to borrower's potential breaches of covenants owing to COVID-19

Published on 20 Apr 2020. By Sukh Ahark, Partner, Co-head of India Practice and Lauren Murphy, Senior Associate

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.

Signing documents during COVID-19 in Hong Kong

Published on 14 Apr 2020.

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.

The new Coronavirus Large Business Interruption Loan Scheme

Published on 09 Apr 2020. By Sukh Ahark, Partner, Co-head of India Practice and Lauren Murphy, Senior Associate

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.

COVID-19 and tax residence

Published on 09 Apr 2020. By Ben Roberts, Partner

This blog considers the potential risks posed by the COVID-19 pandemic to maintaining offshore tax structures.

Coronavirus Business Interruption Loan Scheme – attempts to address inaccessibility

Published on 08 Apr 2020. By Sukh Ahark, Partner, Co-head of India Practice and Lauren Murphy, Senior Associate

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.

Managing SM&CR during the Coronavirus crisis

Published on 02 Apr 2020. By Jonathan Charwat, Partner

This blog considers the challenges caused by CV-19 in relation to the governance and SM&CR compliance of regulated firms in the UK.

The government-backed Coronavirus Business Interruption Loan Scheme

Published on 30 Mar 2020.

The Coronavirus Business Interruption Loan Scheme (CBILS) is part of a package of temporary measures to support businesses during these challenging times. The CBILS is intended to give lenders confidence to continue to provide finance to SMEs.

COVID-19 forces HMRC to temporarily change its stamp duty processes

Published on 26 Mar 2020. By Ben Roberts, Partner

Yesterday (25th March) HMRC announced some "temporary" changes to its stamp duty processes, in light of the Covid-19 pandemic.

COVID-19 and Commercial Tenants' Rights Regarding Rent

Published on 25 Mar 2020. By Elizabeth Alibhai, Partner

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.

Spring Budget 2020 - main tax announcements

Published on 19 Mar 2020. By Ben Roberts, Partner

This blog discusses some of the key tax changes announced in last week's Budget, and subsequent tax developments.

Signing documents during COVID-19

Published on 18 Mar 2020. By Neil Brown, Partner

This blog gives some practical advice on how 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.

Navigating the dead zone: Understanding liquidation preferences in venture capital #2

Published on 16 Mar 2020.

In the second 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 liquidation preferences.

Restrictive covenants in shareholders' agreements and commercial contracts

Published on 06 Mar 2020.

The Court of Appeal has recently reaffirmed the approach to the enforceability of restrictive covenants in shareholders' agreements and other commercial contracts.

Life Expectancy - What's the Big Deal?

Published on 21 Feb 2020.

The Prudential Regulation Authority (PRA) has updated its guidance for insurers participating in longevity risk transfers (PS1/20 and SS18/16), clarifying the risks that should be considered and its expectations of pre-notification for transactions that are large and/or complex.

UK formally leaves EU - practical matters you ought to be thinking about now

Published on 07 Feb 2020.

The UK formally left the EU on 31 January 2020. This is not the end, or the beginning of the end, it is the end of the beginning. The much more important future relationship needs to be determined. There is a hiatus until 31 December 2020 when nothing changes with regard to free trade and movement of people between the UK and the EU.

New year's (tax) resolutions

Published on 21 Jan 2020. By Ben Roberts, Partner

It's that time of year when people are abiding by, (re)assessing and / or breaking their new year's resolutions. It's no different in the world of tax.

Equitable Life – High Court approves Part VII transfer, and distinguishes Prudential/Rothesay

Published on 06 Jan 2020. By Neil Brown, Partner

The High Court has approved a large Part VII transfer by Equitable Life of life assurance and pensions policies, and has easily distinguished the decision in Prudential/Rothesay.

Corporate governance for large private companies

Published on 14 Oct 2019. By Nneka Ezekude, Trainee Solicitor

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.

Football, the beautiful investment game?

Published on 17 Sep 2019.

Another football season is upon us and we dream of silverware to be won. However, planning for the next transfer window begins almost immediately for those clubs listed on a stock market. There are opportunities to increase their share price through new signings, managers and sponsorship deals.

'Green Finance' enters the mainstream

Published on 25 Jun 2019. By Edward Colville, Partner

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.

National Security and Investment – the EU's response

Published on 07 Jun 2019. By Tim Anderson, Partner and Neil Brown, Partner

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.