Skadden, Arps, Slate, Meagher & Flom LLP (JD Supra United Kingdom)

On 30 April 2021, the UK Financial Conduct Authority (FCA) published a consultation paper proposing changes to the Listing Rules applicable to special purpose acquisition companies (SPACs).

Following our prior client alerts regarding the U.K. government's proposals for a new investment screening regime (“UK Government Introduces New Regime for Screening Foreign Direct Investment” on November 11, 2020, and “UK Government Provides Greater Clarity on New National Security Screening Rules” on March 9, 2021), the U.K.’s National Security and Investment Bill received Royal Assent on April

The UK has stepped up its anti-money laundering (AML) enforcement approach in recent months, both issuing larger fines and looking to expand the scope of activities it regulates. Historically, the UK has consistently taken a robust approach to AML, and post-Brexit, we expect this trend to continue, as the government works with other regulators internationally in combating cross-border economic...

Three Key Takeaways - There was, and remains, strong parliamentary consensus for reform to the UK’s foreign investment screening laws, stemming from sharpening geopolitical and strategic threats and the growing national security implications of emerging technologies. The focus of the National Security and Investment Bill (NSIB) on national security represents an attempt to balance the impact...

Brexit has raised many questions regarding the future of data protection and digital trade. Whilst the UK’s incorporation of the General Data Protection Regulation (GDPR) into domestic law in January 2020 eased some uncertainty, questions remained open, in particular the status of data transfers from the European Economic Area (EEA) to the UK. Given the importance of digital trade to the economic

Takeaways - - The TCA requires parties to maintain standards in nontrade-related policy areas, particularly social, labour and environmental. - The provisions potentially may disrupt EU-UK trade disputes. - It remains to be seen if the provisions will be used in practice.

The Trade and Cooperation Agreement (TCA) governing post-Brexit trade relations between the UK and the EU includes provisions regulating EU-UK antitrust enforcement and cooperation effective 1 January 2021.

Takeaways - Goods trade was provided for, at the cost of much new paperwork. - Crucial rules for banking and other services were left unresolved. The Christmas Eve agreement between the United Kingdom and the European Union to settle their relationship now that the U.K. has withdrawn from the union was hailed by both parties as a successful conclusion to their protracted, contentious...

The negotiations that culminated in the establishment of the Trade and Cooperation Agreement (TCA) at the end of 2020 concluded with no meaningful agreement in relation to the provision of financial services between the United Kingdom and the European Economic Area (EEA). For the private funds community operating in the UK, this result was disappointing but not unexpected. Private fund sponsors...

UK employee and executive share plan and remuneration arrangements were subject to a number of different European Union laws and regulations, which ceased to apply on 31 December 2020. Some areas of ongoing uncertainty and potential divergence remain (for example, as to data protection rules and the regulation of remuneration in the financial services sector). (See “Navigable Challenges for...

On 2 February 2021, the Financial Conduct Authority (the FCA) published a report on the U.K. unsecured credit market (the Woolard Report), which makes several recommendations designed to generate alternatives to high-cost credit in the U.K. consumer credit market. Among these recommendations is a proposal to regulate all “buy now, pay later” (BNPL) credit agreements. The Woolard Report concludes...

In this update, we consider certain key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced during the second half of 2020. For a review of the first half of 2020, see our client alert “UK Public M&A Update — H1 2020.”

In this issue of UK Employment Flash, we examine the latest employment law developments, news and insights from the UK, including considerations for employers requiring staff to get the COVID-19 vaccine, the delayed rollout of the IR35 tax regime for individual service providers and Just Eat's new approach to classification of its UK staff that could significantly impact the worker status debate.

UK Follows Global Trend To Enhance National Security Protections - The U.K. is the latest G-8 nation to propose enhanced protections against certain types of foreign direct investment. A proposed law before Parliament comes amid the U.K.'s separation from the EU. The breadth of businesses intended to be covered, without a number of the typical safe harbors, makes the new U.K. scheme broader...

Many commentators predicted a boom in M&A and initial public offerings (IPOs) in the U.K. in 2020, a year that proved making predictions is a risky business. As we enter 2021, however, there are good reasons to believe that the worst of the pandemic will soon be behind us and we can be optimistic about the markets again. Strong signs indicate an appetite for large mergers, and the trillions of...

The 2020 annual general meeting (AGM) season presented challenges for the remuneration committees of U.K. listed companies, which look set to continue into the 2021 season. Executive compensation, the widening gap between workforce and management pay, and reward for underperformance remain key areas of focus for investors. The COVID-19 pandemic has intensified scrutiny in these areas, and has...

Following its review of a series of global deals in the digital markets space, the U.K.’s Competition & Markets Authority (the CMA) has launched a consultation on revised merger assessment guidelines (the draft guidelines) codifying its evolving practice in the digital sector and addressing recommendations made by the Furman report (Unlocking digital competition: Report from the Digital...

In this issue, we examine the latest employment law developments, news and insights from the UK, including an HMRC bulletin confirming protections for participation in certain tax-advantaged share schemes amid the pandemic, a joint statement from several business organisations outlining principles for approaching redundancies, and preparations to consider regarding Works Councils and immigration...

On 27 October 2020, the UK Takeover Panel (the Panel) published Public Consultation Paper 2020/1 (the PCP), which proposes significant changes to the UK Takeover Code (the Code) with regard to the offer timetable and the treatment of conditions to offers.

The U.K. Treasury and the U.K. Financial Conduct Authority (the FCA) have taken steps to restrict the sale of cryptoassets and ban the sale of derivatives referencing cryptoassets (crypto-derivatives) to U.K. retail investors. In the U.K., marketing and distributing financial instruments and the provision of related services are governed by the U.K. financial promotion regime. The U.K. Treasury...

Employee share schemes are widely used by UK companies as a key tool in the recruitment, retention and incentivisation of the workforce. By allowing employees to acquire a stake in the business in which they are employed, employers engender loyalty to and engagement with the business, and align the employee and owner interest in driving performance and the value of the business. Employees across...

In this update, we consider key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced during the first half of 2020 (H1).

Defendants in competition damages actions often argue that claimants mitigated any loss in competition damages claims by passing on any allegedly unlawful price increase to their customers. In Sainsbury’s v. Mastercard [2020] UKSC 24, the U.K. Supreme Court (UKSC) made it easier for alleged cartelists to prove a mitigation defence in such claims. The UKSC clarified that the extent of mitigation,...

In recent months, European states have raced to implement protections against opportunistic acquisitions of key local businesses by foreign buyers amid the economic disruption caused by the spread of COVID-19.

On 20 May 2020, the U.K. government published the Corporate Insolvency and Governance Bill (the bill), which includes measures designed to help businesses through the COVID-19 pandemic and features important substantive reforms to U.K. restructuring law, whose introduction has been accelerated by the crisis.

The Takeover Panel (the Panel) has confirmed again in the Moss Bros case how difficult it is for bidders to invoke material adverse change conditions (MACs) and lapse offers in the UK. On 12 March 2020, Brigadier Acquisition Company (a vehicle majority owned by Michael Shina, the owner of Crew Clothing) announced a firm intention to make an offer for Moss Bros, the UK menswear chain. The timing...

On 11 May 2020, the UK government published its COVID-19 Recovery Plan that sets out its proposal to exit the COVID-19 lockdown. Under the Recovery Plan, employees who can work from home should continue to do so, however employees who cannot work from home should, from 13 May, “travel to work if their workplace is open.” In light of this change in approach, the UK government also published...

On 27 February 2020, Skadden antitrust/competition partner Bill Batchelor chaired an InformaConnect conference in London exploring evolving Competition and Markets Authority (CMA) enforcement practices, concurrent regulation, the implications of Brexit and topical collective action cases. Attendees heard from practitioners, including Skadden international litigation and arbitration partner Bruce...

On December 4, 2019, Skadden hosted a discussion with Sir Marcus Smith QC, a Justice of the High Court and a chair of the Competition Appeal Tribunal (Tribunal). Sir Marcus has presided over leading cases in the U.K. on antitrust damages claims — Sainsbury’s v. MasterCard and Britned v. ABB — and chairs the Tribunal panel hearing the Forex group action. The speakers debated some of the most...

On March 10, 2020, the England and Wales Court of Appeal (CoA) handed down its judgment in the appeals by the U.K. Competition and Markets Authority (CMA) and Flynn Pharma Ltd. against a June 2018 Competition Appeal Tribunal’s (CAT) ruling. The 2018 ruling addressed challenges by Pfizer and Flynn against the CMA decision to fine them for abusing their dominant positions by charging unfair and...