Latham & Watkins LLP (JD Supra United Kingdom)

The ruling confirmed that Section 423 of the Insolvency Act 1986 has extensive international reach, and does not require a transaction at an undervalue to leave the debtor with insufficient assets. Background - The English High Court has held that a creditor pursuing a claim under Section 423 of the Insolvency Act 1986 (s. 423) does not need to prove that the debtor has insufficient...

UK strives to “be a leader in AI technology” as it sets out its next steps for the regulation of artificial intelligence. On 23 March 2021, the UK Intellectual Property Office (IPO) published the outcome of its consultation last year on artificial intelligence (AI) and intellectual property (IP) (the Response).

The FCA is proposing to set higher expectations for firms operating in retail markets. On 14 May 2021, the FCA published a Consultation Paper (CP21/13) on introducing a new Consumer Duty.

The decision confirms that company voluntary arrangements remain a flexible tool for restructuring leasehold portfolios. Key Points: The judge rejected each of the landlords’ arguments, confirming that: ..A CVA may provide for different outcomes for different groups of creditors. ..No rigid test exists for “basic fairness” that requires a landlord to receive at least market rent,...

Proposed changes to the UK Listing Rules would allow certain SPACs to avoid a listing suspension. Key Points: ..The FCA is proposing to amend its rules so that SPACs meeting certain conditions and disclosure requirements could avoid a listing suspension when they identify a target to acquire. ..These proposals are designed to enhance the attractiveness of the UK as a destination for...

The regulations will enable the UK government to impose sanctions in response to serious corruption around the world. On 26 April 2021, the United Kingdom implemented the Global Anti-Corruption Sanctions Regulations 2021 (the Regulations).

The consultation proposes changes to rules on research and best execution reporting. On 28 April 2021, the FCA published a Consultation Paper (CP21/9) on proposed changes to UK MiFID relating to research unbundling and best execution - two areas covered by the EU “quick fix” changes to MiFID II last summer.

Latest FCA consultation focuses on remuneration, risk management and governance, and liquidity requirements. Key Points: The consultation: ..Sets out the FCA’s proposals for the new remuneration rules for FCA investment firms ..Further covers own funds requirements, liquidity requirements, and the regulator’s expectations regarding risk management and governance ..Closes on 28

Will the UK join the Lugano Convention 2007? Conflicting reports have emerged in recent days as to whether the EU will approve the UK’s application to join the Lugano Convention 2007, the UK’s preferred regime for governing jurisdiction and the enforcement of judgments with EU Member States after Brexit. This post briefly describes what the Lugano Convention 2007 is and why the UK wants to...

What types of transactions are classified as ‘corporate reorganisations’ in your jurisdiction? The term ‘corporate reorganisation’ can be used to mean a wide variety of transactions, but is most typically used to refer to transactions involving the transfer of assets, whole businesses or shares between entities forming part of the same corporate group on a solvent basis. Certain related...

Parties seeking to rely on video-link evidence should plan ahead and, where necessary, obtain local and foreign court approval. The COVID-19 pandemic has (albeit by necessity) ushered in a move towards remote justice. The vaccine rollout continues, and as lockdown restrictions begin to ease, English courts are now considering to what extent that move towards remote justice should continue.

Despite certain regulatory and challenges, PE buyers will likely see more investment opportunities in the gaming industry. The global gaming market reached a valuation of US$135.8 billion in 2020, accounting for a staggering 53.3% of the digital media industry.

On 5 March 2021, the UK’s Financial Conduct Authority (FCA) formally announced the dates for the cessation of all London Interbank Offered Rate (LIBOR) benchmark settings currently published by ICE Benchmark Administration (IBA). The FCA also confirmed that where a “synthetic” LIBOR is available after the cessation dates, the synthetic LIBOR will not in any event be considered to be...

Dual class share structures could help lure Europe’s best founder-driven businesses to the London market, but challenges remain. Listing of dual class share structures, which give certain owners (usually founders, employees, and pre-IPO investors) enhanced voting rights over other public shareholders, are increasingly common in the US markets as a strong pipeline of founder-driven tech companies...

In a changing social landscape, PE firms should conduct corporate culture due diligence while also ensuring the implementation of robust complaints procedures. As global businesses react to the pandemic and social movements, PE firms should remain watchful for whistleblowing issues involving both portfolio and target companies.

Innovative asset-based lending is on the rise as a means of attracting new lenders while maintaining the strategic support of existing creditors. Raising fresh capital for portfolio companies in times of financial stress is always a delicate balancing act between attracting new lenders and maintaining the strategic support of existing creditors.

The decision clarifies the circumstances under which an arbitral award might be challenged. A recent decision by the English Commercial Court indicates that failure to comply with a precondition to arbitration (such as an obligation to negotiate) calls into question the admissibility of a claim, rather than calling into question the jurisdiction of the arbitrators to hear such a claim.

The recommended reforms aim to make the UK’s listing regime more competitive while maintaining high standards of corporate governance, shareholder rights, and transparency. A new independent review (the Review), led by Lord Hill, has been released that provides recommendations on how the UK can improve its listings regime.

The agreement provides guidance across several areas for the life sciences sector, though gaps remain. The widely anticipated EU-UK Trade and Cooperation Agreement (the Agreement) came into effect on 1 January 2021 after several difficult months of negotiations. The Agreement aims to ease trade barriers resulting from the UK leaving the EU and includes positive developments for life sciences...

Organisations face fines of up to 10% of annual global turnover or £18 million (whichever the greater) for failure to comply. On 15 December 2020, the UK government published its full response to the Online Harms White Paper consultation, which sets out final proposals for the new regulatory regime.

An FCA report evaluates the chequered implementation of technology change and identifies risks and best practices to help firms better navigate this change. Of the nearly 1,000 “material incidents” reported to the UK’s Financial Conduct Authority (FCA) in 2019, 17% were caused by change-related activity.

Two recent English cases illustrate the court’s receptiveness to disclosure orders in relation to informal communications on personal devices. In two recent decisions, the English Court has demonstrated a pragmatic and targeted approach to ordering disclosure of material held on personal devices of third parties, and a recognition of the value of informal communications as evidence of disputed

The CMA’s new programme of work will examine whether algorithmic systems can be used in ways that create anti-competitive effects and consumer detriment. Key Points: ..The CMA’s research will focus largely on exclusionary harm, consumer protection, and “fairness” across all economic sectors. ..For now, the CMA appears to be prioritizing information-gathering, which is likely to be...

The courts of England are some of the most established for dealing with complex commercial litigation. The Civil Procedure Rules (CPR) that apply to civil litigation are robust and provide a clear framework for the cost-effective resolution of disputes – governing every aspect of cases from pleadings to evidence, witnesses and costs. Models of alternative dispute resolution are also well...

The covid-19 pandemic has dramatically altered all aspects of life. The acquisition and leverage finance industry has been no exception. M&A activity has slowed down, and hence the leverage financing activity as well. Having said that, there are clearly some defensive industries that have shown resilience to the present crisis (pharma, bio sanitary, food and TMT, for instance). Uncertainty is

This article explores whether culture-oriented organisations may be missing an important trick by effectively overlooking the potential real-time interventional role of employees who observe a colleague’s inappropriate behaviour – the so-called employee bystander. In the context of this article, ‘employee bystander’ means a member of staff who: (i) observes inappropriate (business or non-businessr

In last year’s publication we highlighted the top regulatory focus areas for our clients during 2020, concentrating on wholesale market structures and conduct risk. This publication outlines the primary focus areas in 2021 for UK-regulated financial services firms. Some of these topics are attracting attention because they are an emerging trend, or because they are at a key stage in the...

The EU-UK Trade and Cooperation Agreement has now been agreed. So what rules will apply to jurisdiction and foreign judgments in the UK from 1 January 2021? Introduction - It has been a long time in the making, but the UK and EU have finally reached an agreement (the EU-UK Trade and Cooperation Agreement) on their future relationship after the end of the Brexit transition period, which...

As the Brexit transition period draws to a close, businesses will need to consider their data protection efforts to comply with both UK and EU regimes. The end of the Brexit transition period on 31 December 2020 will have several data protection consequences.

The new rules are set to go in effect when the UK leaves the European Union on 31 December at 11 p.m. GMT. The United Kingdom’s transition period for withdrawing from the European Union is scheduled to end on 31 December 2020 at 11 p.m. GMT. Subject to certain exceptions (particularly regarding Northern Ireland), the UK will at that point no longer automatically implement EU laws — with...