Cooley LLP (JD Supra United Kingdom)
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Alert: UK’s FCA Consults on Proposed Changes to the Listing Rules Relating to SPACs
The Financial Conduct Authority (FCA) has launched a consultation on proposed changes to its Listing Rules for certain special purpose acquisition companies (SPACs). The proposed changes to the rules around SPACs were outlined in the UK Listing Review, led by Lord Hill on 3 March 2021.
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Alert: UK National Security and Investment Bill Receives Royal Ascent
On 29 April 2021, the UK National Security and Investment Bill, which strengthens the UK government’s ability to investigate transactions on grounds of national security, was granted Royal Ascent. This marks the end of the legislative process and the biggest shake-up of the UK’s investment screening regime in 20 years.
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Alert: New UK Tax Rules on Off-Payroll Working – Go-Live Date Approaches
The UK tax authority, HMRC, has published a policy paper regarding new off-payroll working rules due to come into force on 6 April 2021. Publication of the policy at this stage can be read as a clear indication that the new rules will go live as planned and that there will not be a repeat of last year’s deferral.
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Blog: The Supreme Court Takes up the Cause – The Judgment in the FCA COVID-19 Test Case on Business Interruption Insurance
On 15 January 2021, the Supreme Court handed down its judgment in the FCA COVID-19 test case, heard on a “leapfrog” appeal (bypassing the Court of Appeal) from the first instance decision of Lord Justice Flaux and Mr Justice Butcher. The Supreme Court substantially allowed the appeals of the Financial Conduct Authority (“FCA”) on behalf of the policyholders and dismissed the appeals of the...
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Blog: Supreme Court Finds in Favour of Policyholders in FCA COVID-19 Test Case
This morning the Supreme Court handed down its judgment in the FCA COVID-19 test case, heard on a leapfrog appeal (bypassing the Court of Appeal) from the first instance decision of Lord Justice Flaux and Mr. Justice Butcher.
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Blog: Halliburton v Chubb: Supreme Court Rules on Arbitrator Impartiality
In a long-awaited decision, the Supreme Court has recently handed down a judgment of critical importance addressing an arbitrator’s duty of impartiality and obligation to make disclosure. The case relates to the Deepwater Horizon incident and claims made by two insureds, Halliburton and Transocean, on their Bermuda Form policies with Chubb.
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Alert: UK Digital Markets Unit – A New Regime for Online Platforms
On November 27, the UK Government announced the introduction of a new regulatory regime for digital platforms to be overseen by a dedicated Digital Markets Unit from April 2021. This announcement comes following a market study into online platforms and digital advertising that was published by the UK Competition and Markets Authority over the summer. In that report, the CMA concluded that the...
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Lloyd’s Part VII Transfer Approved by English High Court
With Lloyd’s syndicates due to lose their EEA passporting rights on 31 December 2020, on 25 November the English High Court sanctioned a Part VII transfer of all policies (or parts of policies) insuring EEA risks from the syndicates to Lloyd’s Insurance Company, Brussels (‘LIC’).
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Alert: UK Government Introduces New Standalone Foreign Screening Regime
On 11 November 2020, the UK Government published its long-awaited National Security and Investment Bill (NSI Bill). The NSI Bill introduces for the first time a new standalone regime for the screening of foreign investments in the UK on national security grounds and grants the UK Government extensive powers to “call in” transactions across all sectors of the economy, with no turnover or market...
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Alert: Extension to Furlough in the UK: What You Need to Know Today
Further to the HM Treasury’s announcement at the end of October that the Coronavirus Job Retention Scheme, which was originally due to end on 31 October 2020, would be extended until 2 December 2020, and its subsequent announcement on 5 November 2020 of a further extension until 31 March 2021, the UK government has now issued guidance on the continued operation of the scheme. As a result of the...
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Blog: Product Recall Insurance: Checking is the Best Policy
Over the last few years, a number of factors, including the introduction of a new UK regulator, the Office for Product Safety and Standards, and an increased international focus on enforcing product safety regulatory regimes, have led to an increase in the frequency of product recalls. This, and the fact that recalls are becoming more complex and expensive, has strengthened demand for product...
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Alert: UK Government Further Extends the Future Fund Deadline to 31 January 2021
The UK government has announced a further extension for Future Fund applications to 31 January 2021. The Future Fund, aimed at UK startups in response to the impact of COVID-19, was officially launched on 18 May 2020.
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Blog - Property Lost: TKC London Ltd v Allianz Insurance plc [2020] EWHC 2710
In TKC London Ltd v Allianz Insurance plc [2020] EWHC 2710, the Commercial Court considered the summary dismissal of TKC London Ltd’s claim against its insurer, Allianz Insurance plc, concerning certain business interruption losses that arose due the closure of its business in compliance with COVID-19 related governmental measures.
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Blog: FCA – business interruption insurance test case – appeal
At a hearing on 2 October 2020, the court made a number of orders following on from its judgment. The court granted “leapfrog” appeal certificates to the FCA, to six of the insurers involved in the test case and to one of the intervening policyholder action groups.
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Alert: UK Government Announces New Job Support Scheme
This alert is up to date as of 28 September 2020. With the Coronavirus Job Retention Scheme coming to an end on 31 October 2020, the UK government has announced a new Job Support Scheme, which will open on 1 November 2020.
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Blog: FCA – business interruption insurance test case – appeal
Following the judgment, handed down on 15 September, it has been confirmed that there will be a hearing on 2 October at which the court will hear any applications for permission to appeal.
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Blog: FCA – business interruption insurance test case – judgment
On 15 September the High Court handed down its judgment in the Financial Conduct Authority’s COVID-19 business interruption insurance test case. While there are mixed results in relation to a large number of questions, the court has ruled in favour of the policyholders’ arguments on most of the issues.
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Alert: UK Government Extends Powers to Intervene in Mergers on Public Interest Grounds
In the UK, there is currently no separate foreign direct investment (FDI) screening regime. Instead, the UK government can only intervene in limited circumstances where a transaction raises at least one of the following public interest issues: national security, financial stability, media plurality and, as of June 23, public health emergencies. At the time of writing, the government has...
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Alert: UK Government Expands the Future Fund
The UK government announced last week that the Future Fund is to be expanded, both in terms of the amount of funding available for early-stage, high-growth startups and the eligibility of these companies. Initially £250 million was made available by the UK government under the Future Fund, to be matched by private investors, with the UK government having made it clear that this amount could be
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Alert: London Markets China-Based Companies Should Consider for Listing Securities
The UK offers a range of markets that companies based in the People's Republic of China (PRC) might consider as venues for a primary or secondary listing of their equity securities. This alert provides an overview of the types of equity securities that might be listed, factors that companies tend to consider when choosing a listing venue and segments of the Official List of the UK Financial...
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Blog: FCA BI insurance test case: case management conference on 26 June highlights the difficulties in determining the issues and raises the prospect of a second trial
On 26 June, there was a further case management conference (CMC) in the FCA’s COVID-19 BI insurance test case. The CMC was before Lord Justice Flaux and Mr Justice Butcher. These two judges will sit together to hear the trial. The court dealt with a number of issues regarding the scope of the trial, the evidence and the timetable.
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Blog: London Listings for People’s Republic of China (PRC) Companies
The United Kingdom (UK) offers a range of markets that companies in the People’s Republic of China (PRC) might consider as venues for a primary or secondary listing of their equity securities.
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Blog: 25 Considerations in Preparing for an IPO in the UK
1. Selecting a stock exchange or market - Understand the benefits of the alternative listing options, such as the premium or standard segments of the Main Market or the AIM market of the London Stock Exchange, which are the main options for a company considering an IPO in the UK. Analyse the listing and eligibility standards of your preferred market to ensure that you qualify to list there.
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Blog: FCA BI Insurance Test Cases: Case Management Conference Highlights the Challenges Facing the Court and the Parties
A case management conference (CMC) before Mr Justice Butcher was held on 16 June to deal with a number of procedural matters in relation to the future conduct of the Financial Conduct Authority’s COVID-19 business interruption insurance test case.
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Alert: Maintaining Legal Advice Privilege in England and Wales: Don’t Let Bad Habits Creep Into ‘New Normal’
Businesses' ability to adapt to the "new normal" of remote working in the UK has been astonishing and commendable. However, the official communication lines that protect legal privilege (amongst other things) may be eroded if these dramatic changes in how colleagues interact are left unchecked.
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Alert: UK Financial Conduct Authority Updates on COVID-19 Issues for Listed Companies
On 27 May 2020, the FCA in the UK published a newsletter outlining its continuing expectations of issuers in the UK on market conduct and transaction reporting issues. The FCA also published a Primary Market Bulletin setting out updates for issuers on temporary relief for the timing of the publication of half-yearly financial reports, going concern assessments and shareholder engagement.
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Blog: FCA Update on Business Interruption Insurance Test Case
The FCA has provided an update on progress regarding its proposed court action to resolve uncertainties about business interruption (BI) policies. The update provides an initial list of the representative sample of policy wordings that will be examined in the action.
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Alert: Year-End Reporting for Equity Incentive Plans With UK Participants Due July 6
The deadline is approaching for the HM Revenue and Customs (HMRC) year-end reporting requirement for UK, US and other companies with respect to options and other equity incentive awards granted to, and share acquisitions by, UK employees between April 6, 2019, and April 5, 2020. Additionally, nil returns are required for all inactive plans covering UK employees until you have told HMRC that the...
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Alert: Directors’ Duties in England and Wales Amid COVID-19
Directors need to consider how to comply with their existing obligations and respond effectively to the challenges posed by COVID-19. This update provides a high-level overview of the issues and some practical considerations for directors of companies incorporated in England and Wales.
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Blog: Reinsurance in the time of Corona – Part 1
The World Health Organization classified the coronavirus (COVID-19) as a pandemic on 11 March 2020 and, since that time, the pandemic has caused unprecedented socio-economic disruption across the globe with a profound impact on businesses and civil liberties. In such times of dramatic economic instability, it is natural that companies and individuals are more than ever seeking coverage under...