Columbia Law School (LexBlog United Kingdom)

The Financial Reporting Council (FRC) has published its UK Stewardship Code 2026, which represents a significant overhaul from the previous iteration released in October 2019. The new Code will come into force from 1 January 2026. In addition, in an effort to support a smooth transition, the regulator has determined that 2026 will be treated...

Special purpose acquisition companies (SPACs) have swiftly emerged as an alternative vehicle for global corporations that seek a public listing. As their name suggests, SPACs gather funds from investors through an initial public offering (IPO), with the intention of acquiring a current operating company (the “target company”) at a later stage. Following this acquisition process,...

Global efforts to enhance anti-money laundering (AML) measures to combat financial crime are increasing. In this extract from a recent Clifford Chance webinar, we look at the latest AML trends in the EU, US, UK and Singapore and what they mean for business and compliance processes. The EU AML Package – a change in the...

In BM Brazil & Ors v Sibanye BM Brazil & Anor [2024] EWHC 2566 (Comm), the English Commercial Court decided a buyer was not entitled to rely on a material adverse effect (“MAE”) condition to terminate an M&A transaction, extensively citing U.S. case law and commentary. FACTUAL BACKGROUND In October 2021 a SPV controlled by...

On 30 September, the UK Digital Securities Sandbox was officially declared open. The announcement was made by the Bank of England (BoE) and the UK Financial Conduct Authority (FCA), following the consultation earlier this year on the operation of the Digital Securities Sandbox (DSS) and the supervision of entities in it. The news is positive:...

On August 7, 2024, the UK Financial Conduct Authority (FCA) published an update regarding its ongoing assessment of crypto firms’ adherence to the cryptoasset financial promotions rules introduced in October 2023. See our October 23, 2023 client alert “UK Cryptoasset Financial Promotions: FCA Takes Firm Stance on Enforcing New Rules”. These rules require that financial...

Last month the new Labour government in the UK announced in the King’s Speech that it will introduce new artificial intelligence (AI) rules alongside cybersecurity and digital information bills. A brief overview of these developments is set out below. Artificial Intelligencehttps://clsbluesky.law.columbia.edu/wp-admin/post-new.php To date, the UK has taken a principles-based, “pro-innovation”...

The U.S. debate on corporate purpose centers on whether corporations should prioritize shareholders’ interests over the well-being of non-shareholder constituencies. Though the debate dates back at least to the 1930’s Berle-Dodd exchange in the Harvard Law Review, it is resurging due to modern issues like climate change, the future of work, and rising wealth inequality....

Following a long and somewhat sleepy existence on the margins of contractual interpretation case law, force majeure clauses (“FMCs”)  found themselves subject to a rude awakening with the global onset of COVID in 2020, and consequent interruptions to all manner of contracts relating to global supply chains, major sporting events, and many other facets of...

Rather than specifically regulating artificial intelligence (AI), the UK government has opted to rely on the existing web of laws and regulations applying to technology across a spectrum of sectors in its jurisdiction. But with this pro-innovation, principles-based approach comes questions that have remained unanswered. Many relate to the application of UK data privacy laws...

On December 20, 2023, the UK Financial Conduct Authority (“FCA”) published a detailed consultation paper proposing major reforms to the UK listing regime with particularly significant implications for listings of equity shares in commercial companies. The reforms are broadly consistent with proposals on which the FCA previously consulted in May 2023 (see our report on...

On December 8, 2023, the Prudential Regulation Authority (PRA) and Financial Conduct Authority (FCA) published a joint consultation paper titled ”CP26/23 – Operational resilience: Critical third parties to the UK financial sector.” The consultation includes draft PRA and Bank of England Rulebook instruments as well as a draft FCA Handbook instrument that describes proposed rule...

The U.K. Government published its updated Green Finance Strategy in March 2023. Comprehensive in nature, the Strategy articulates the U.K.’s ambition to become a world leader in the realm of sustainable finance and to retain the country’s status as a preeminent financial services hub. According to U.K. policymakers, regulation will play an important role in...

On November 20, 2023, the UK’s Competition and Markets Authority (CMA) announced proposed reforms to its in-depth merger control review process (the phase 2 review) that seek to provide more opportunities for engagement with decision makers and incentivise parties to bring forward remedies at an early stage. The CMA’s proposed revisions to its Guidance (Draft Guidance) are...

On October 12, 2023, the UK’s Competition and Markets Authority (CMA) issued its final Green Agreements Guidance (Guidance). The Guidance is designed to help businesses seeking to collaborate on environmental sustainability initiatives by providing greater clarity on when UK competition rules prohibiting anticompetitive agreements will apply to those types of agreements and, in particular, the...

Financial globalization has allowed issuers more freedom to shop among jurisdictions and thus intensified stock market competition. Against this backdrop, the Hong Kong, Singapore, China, and UK stock markets have accepted the dual-class share structure (DCSS). While empirical legal studies have examined the impact of changes in voting mechanisms, i.e. from one-share-one-vote (OSOV) to DCSS...

The European Union and U.K. are establishing comprehensive regimes for the regulation of cryptoassets. The Markets in Crypto-Assets Regulation (MiCA) was published in the Official Journal of the European Union on June 9, 2023, and will come into force on June 30, 2023, though the majority of provisions will apply 18 months thereafter, on December...

Over the past several years, the use of non-disclosure agreements (“NDAs”) has received significant public scrutiny following their controversial use in a number of high profile harassment claims.[1] NDAs were back in the headlines earlier this year following the leak to the Telegraph of around 100,000 Whatsapp messages belonging to the former UK Health Secretary...

In a potentially precedent-setting case, 11 directors of global energy company Shell Plc (formerly Royal Dutch Shell Plc) [1] are being sued in their personal capacity over the company’s energy transition strategy. The claim, which has been filed in the English High Court, alleges that the strategy is “fundamentally flawed” and puts the global energy company at risk as...

On May 5, 2022, the U.K.’s Panel on Takeovers and Mergers (the “Panel”) published the results of a consultation that started in December 2021 to review the City Code on Takeovers and Mergers (the “Code”), together with proposed amendments to the Code.  The amendments cover a broad range of topics, a number of which are...

On January 4, the UK’s new National Security and Investment filing regime became fully operational. A wide range of deals will be scrutinized for national security concerns requiring further investigation. The UK government expects to review up to 1,800 cases annually – a dramatic contrast with the handful of deals reviewed on public interest grounds...

Antitrust regulators around the world, including in the UK, have recently proposed changes to merger review policies and enforcement strategies that have implications for how acquisitions of start-ups are investigated and evaluated.  These changes will likely lead to heightened scrutiny—and increased costs and longer reviews—for many acquisitions, including horizontal and vertical mergers. In...

On November 30, 2021, the UK’s competition watchdog, the Competition and Markets Authority (CMA), found that the completed acquisition by Facebook, Inc. (now Meta Platforms, Inc.) of GIPHY, Inc. resulted in a substantial lessening of competition (SLC) in social media and display advertising, harming social media users and businesses in the UK. The CMA found...

On November 30, 2021, the UK’s competition watchdog, the Competition and Markets Authority (CMA), found that the completed acquisition by Facebook, Inc. (now Meta Platforms, Inc.) of GIPHY, Inc. resulted in a substantial lessening of competition (SLC) in social media and display advertising, harming social media users and businesses in the UK. The CMA found...

Although the United States inherited its common law legal system from the United Kingdom, the U.S. securities class actions jurisprudence is well advanced of the development of this area of law in the United Kingdom. With the first major collective action just occurring in 2013 (RBS Rights Issue Litigation), it is easy to understand why...

Mass claimant litigation is on the rise in the English courts, with multinational companies in particular facing ever-growing exposure. While large class action suits are relatively common in jurisdictions such as the United States and Australia, until recently these actions have not been a prominent feature of the United Kingdom’s legal landscape. A series of...

On July 27, 2021, the Financial Conduct Authority (“FCA”) published a policy statement that includes final rules amending the UK Listing Rules, and new associated guidance, applicable to special purpose acquisition companies (“SPACs”).[1] The new rules and guidance came into force on August 10, 2021. The final requirements are based on the FCA’s earlier consultation...

On July 27, 2021 the FCA published a policy statement setting out its planned amendments to the Listing Rules to remove the presumption of suspension that applies to special purpose acquisition companies (SPACs) when a potential acquisition target is identified (the ‘de-SPAC’ transaction), subject to certain investor protection features. These changes are geared towards making...

The Financial Conduct Authority recently announced a proposal for a climate-related financial disclosure regime for UK asset managers, as well as life insurers and FCA-regulated pension providers. This is an important step in the United Kingdom’s implementation of a regime that is similar to the European Union’s Sustainability Finance Disclosures Regulation (“SFDR”), although the United...

Firms are coming under increasing pressure to close and disclose their gender pay gaps. The pressure stems from several sources, including, (i) socially conscious investors; (ii) interest groups advocating the incorporation of ESG factors into corporate decision-making and stakeholder capitalism more broadly; (iii) influential capital market intermediaries such as index providers; and (iv)...