Goodwin (JD Supra United Kingdom)

Companies often use equity incentives to reward key members of their workforce and attract and retain the best talent. In the UK, companies have typically granted EMI options (a government‑backed, tax-advantageous share option) or unapproved options. However, where a company is unable to grant EMI options (for example, because the company is not sufficiently ‘independent’, the company’s gross...

The matter of Berkeley Square Holdings Ltd v Lancer Property Asset Management Ltd [2021] EWHC 849 (Ch) is the latest in a recent series of decisions that are gradually expanding the scope of “control” of documents for disclosure purposes. In this case, the defendants sought disclosure of documents held by a number of parent entities of the claimant and individuals associated with those entities.

The UK Information Commissioner’s Office (“ICO”) has published a letter sent to the U.S. Securities and Exchange Commission. The ICO confirms that it is possible for SEC regulated UK firms to transfer personal data to the U.S. where the transfer is necessary for important reasons of public interest (the derogation in Article 49(1)(d), GDPR). UK financial services firms and institutions that are...

In February 2021, the UK Supreme Court handed down its judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3. The decision clarifies the position in relation to the liability of UK parent companies for the actions of their subsidiaries. It also serves as a reminder of the issues relevant to evaluating the risk profile of parent companies, including in the context of...

The review of the UK Listing Rules was launched by HM Treasury (the Treasury) late last year and has made a number of wide-ranging recommendations of relevance for our tech and life sciences clients who have ambitions to go public by way of an IPO or Special Purpose Acquisition Company (SPAC). Some of the key recommendations involve changes to: - Allow dual class share structures in the...

On 8 October 2020 the UK Government published draft regulations which were intended to regulate and scrutinise pre-pack sales to connected parties. The regulations required that, in relation to a sale of all or substantially all of an insolvent company’s business or assets to a connected party, either the administrator obtains the prior approval of the company’s creditors or the buyer obtains an...

THE PENSION SCHEMES ACT 2021 - The Pension Schemes Bill 2019-20 (“the Bill”) was first published on 16 October 2019. Following the dissolution of the 2017-2019 Parliament at the end of the 2019 session, the Bill was reintroduced into the House of Lords on 7 January 2020. After a delay due to a lack of parliamentary time the Bill completed its journey through Parliament and received Royal Assent

On 15 January 2021, judgment was handed down in the leapfrog appeal heard by the Supreme Court in the test case brought by the Financial Conduct Authority in relation to the responsiveness of business interruption insurance in the context of loss caused by the COVID-19 pandemic... The appeals made by insurers were rejected on all grounds. The appeals by the FCA and the Hiscox Action Group, who...

The return of Crown Preference on 1 December, 2020 has widely united the restructuring community against the new measures. Whilst the rationale that the Treasury should have priority for sums received by a debtor on its behalf is logical, the effect is not. The additional sums estimated to be generated by the Treasury are small (estimated to be £185 million each year). However, lenders’...

The UK Supreme Court has recently set out the principles to determine the proper law of an arbitration agreement. While it remains the case that parties are free to choose the systems of law that will govern their contract, often parties do not sufficiently turn their minds to the effect of that choice (if any choice has been made) on the resulting dispute, and specify their intentions for the...

On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670). In expedited proceedings brought by the sellers, Mrs Justice Cockerill addressed a number of preliminary issues relating to the MAE provisions in the sale...

This bulletin is of particular interest to our clients and contacts who are directors of UK companies which face liquidity issues. Directors (including shadow directors) can be liable for the debts of their companies when trading in the zone of insolvency or twilight period. A statutory defence exists if directors are able to demonstrate that they were taking every step to minimize losses to...

Following approval by the European Commission in July, last week Accord Healthcare announced the launch of Zercepac® a biosimilar to Herceptin® in the United Kingdom.

The High Court has yesterday handed down its judgment in the test case of The Financial Conduct Authority v Arch and Others. The case, brought by the Financial Conduct Authority on behalf of policyholders and joined by two intervening action groups, relates to the availability of business interruption cover for losses arising from the COVID-19 pandemic. The guidance provided by the court favours...

The Corporate Insolvency and Governance Act 2020 received royal assent on 25 June 2020. Many of the provisions of the act are based on the bill which was initially proposed pre-COVID-19, with a framework having been set out in August 2018. However, since the pandemic struck, new temporary provisions have been added to the act. The changes introduced in the act are the most significant changes...

More start-ups and growth companies will be able to apply for investment from the UK government’s Future Fund, beginning today (Tuesday 30 June). Changes to the scheme’s eligibility criteria mean that UK companies that have participated in highly selective accelerator programmes and were required, as part of that programme, to have parent companies outside of the UK, will now be able to apply...

The guidance set out in this document is provided for the benefit of UK directors in order to address certain potential insolvency-related risks which may arise as a result of the challenging circumstances affecting many companies presently. LOOKING TO THE FUTURE - To date, beyond furloughing measures, all of the Government’s actions to preserve businesses have been to postpone liabilities

The British Business Bank has opened the application process for the Future Fund, a new fund that provides financing to UK start-ups and scale-ups in the form of a convertible loan which is invested directly by the UK government. The application process will remain open, initially, until the end of September 2020. Goodwin led the legal task force advising the government on the structure of...

On 20 April 2020, the UK government (“Government”) announced the Future Fund, providing financing to UK companies (including to start-ups and scale-ups in the technology and life sciences sectors) in the form of a convertible loan which is invested directly by the Government alongside private investors. Goodwin assembled and led the legal task force advising the Government on this...

The next recession will be the first to occur since Bitcoin and other crypto-assets became prevalent in UK businesses. This Client Alert highlights how UK courts and insolvency officeholders may deal with crypto-assets in an insolvent estate. Recent developments provide insight into the legal assistance available to officeholders in realising crypto-assets for the benefit of creditors.

We live in unprecedented times with global lockdowns and the world economy coming to a standstill in a number of sectors and government interventions to protect income, jobs and businesses. A number of start-ups and high growth venture backed businesses in the UK are feeling the impact of the pandemic with a drop in business activity and supply chain disruptions.

The UK Supreme Court held, in the case of Elgizouli v Secretary of State for the Home Department [2020] UKSC 10, that the Home Secretary breached the Data Protection Act 2018 (DPA), the UK data protection legislation which incorporates the requirements of the Law Enforcement Directive (Directive (EU) 2016/680), as it facilitated U.S. authorities in their investigation of two alleged Islamic State

Good news for employers who can take some comfort in the UK Supreme Court’s judgment – in WM Morrison Supermarkets plc (Appellant) v Various Claimants (Respondents) [2020] UKSC 12 – which held that Morrisons was not liable for the actions of a rogue employee who uploaded personal data of almost 100,000 employees to a website to seek vengeance against his employer. The case was brought in...

On 25th March 2020 the UK government passed the Coronavirus Act 2020 (the “Act”) granting emergency powers to deal with the COVID-19 pandemic. The Act includes some limited protection for commercial tenants. There is some confusion as to the effect of the Act: it does not provide a moratorium against the enforcement of a landlord’s rights against its tenant. In its simplest terms, landlords...

As governments across the globe announce emergency measures to stop and contain the impact of COVID-19, employers are also taking urgent steps to manage its financial impact and to survive, by cutting employment costs. A raft of emergency legislation is currently passing through the UK Parliament to combat the crisis, including support for employers aimed at saving jobs under the Coronavirus...

This edition of Private Equity Comment covers Brexit and the outlook for UK funds; the consultation on the UK as a jurisdiction for intermediate holding companies; the market’s viewpoint on COVID-19; the Chancellor’s cuts to Entrepreneurs relief; and Cayman’s placement on the EU list of non-cooperative jurisdictions.

During these unsettled times, there is heightened concern around the implications for borrowers under their secured credit facilities. Broadly these fall into three categories: (1) drawing funds under existing committed credit lines; (2) obtaining permission to access additional liquidity from the Government or Sponsors/Shareholders; and (3) the impact of the crisis on financial covenants...

As the spread of novel coronavirus COVID-19 continues to accelerate, the UK Government has confirmed that it expects the virus to present a significant challenge. Specific measures announced have included emergency changes to sick pay rules, intended to avoid employees being deterred from health precautions by financial constraints.

This alert is part of a new series of quarterly updates from the Goodwin Private Equity team on important issues for European private equity. As 2019 comes to a close, here are three issues for fund managers to consider.

The UK’s exit from the European Union is now postponed to 31 January 2020, and whilst there is still significant uncertainty regarding the occurrence of Brexit on that date, the CSSF set out a new deadline on 6 November 2019 for (i) UK undertakings for collective investment and/or managers that are currently authorised entities under UCITS Directive 2009/65/EC and/or AIFM Directive 2011/61/EU (UK