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RPC Big Deal

Blog

The rule of DAC6 - are you ready?

Published on 16 October 2020. By Ben Roberts, Partner

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UK companies involved in cross-border transactions need to be aware of looming reporting deadlines imposed by EU law and now implemented in the UK . These rules are designed to facilitate the reporting and sharing between EU tax authorities of instances of tax planning. However, the types of transactions caught by these rules are not limited to aggressive tax planning arrangements. In a number of cases, it is not a requirement for there to be a tax motive for the transaction to be reportable.

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Blog

Future Funding here to stay?

Published on 09 September 2020. By Edward Colville, Legal Director

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Latest figures show Future Fund's £642m investment in UK start-ups, but criticism of Government-backed business interruption loan schemes remains.

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Blog

Calculating fair value – is it really fair?

Published on 04 August 2020. By Chris Brierley, Legal Director

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The difficulties in determining what is meant by the phrase "fair value" have been highlighted by a recent decision of the Privy Council in the case of Shanda Games Ltd v Maso Capital Investments Ltd.

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Drafting Formulae – the power of worked examples

Published on 27 July 2020. By Neil Brown, Partner

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This blog considers a recent decision in which the High Court interpreted that worked examples took priority over narrative drafting, where the two were inconsistent.

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W&I Insurance: The rise of synthetic warranties?

Published on 22 July 2020. By Jeremy Cunningham, Partner and Alex Farrow, Associate

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Warranty and indemnity (W&I) insurers are seeking innovative ways to service the M&A market in a Covid-19 pandemic induced downturn. This article discusses the potential uses for W&I insurance policies with synthetic aspects in meeting the market's current needs.

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M&A - how due diligence is being changed by coronavirus

Published on 13 July 2020. By Jeremy Cunningham, Partner

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This blog considers what new areas of M&A due diligence may need to be prioritised in light of business changes brought about by coronavirus and the resulting disruption to normal business activity.

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Corporate Insolvency and Governance Act 2020: What's changed for companies?

Published on 06 July 2020. By Ella Shanks, Associate

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The Corporate Insolvency and Governance Act 2020 (the Act) came into force on 27 June 2020

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Blog

Loan covenant disputes likely to impact almost all industry sectors unless lenders and investors work to find resolution

Published on 12 June 2020. By Sukh Ahark, Partner

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Loan covenant disputes caused by the coronavirus crisis are likely to impact almost all industry sectors in the coming year, unless lenders and investors work together to resolve problems caused by covenant breaches.

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Insurance special purpose vehicles - the wheels of change in motion

Published on 01 June 2020. By Lauren Murphy, Associate

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On 22 May 2020 the PRA published updates to its approach to the authorisation and supervision of insurance special purpose vehicles (ISPVs).

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Blog

Football referees held not to be employed for tax purposes – the final whistle for HMRC?

Published on 14 May 2020. By Ben Roberts, Partner

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Whether an individual is employed, or self-employed, for tax purposes is a question that has – in the era of the 'gig' economy and given the anticipated extension of the off-payroll working (IR35) rules – never required closer examination.

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Blog

Tips for minimising costs on Part VII transfers

Published on 11 May 2020. By Neil Brown, Partner

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The Covid-19 crisis might cause insurers to seek to free up capital by disposing of portfolios of legacy business. This blog sets out some tips for carrying out Part VII transfers whilst under increasing costs constraints.

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Blog

New 100% government-backed loan scheme for small and medium-sized businesses

Published on 04 May 2020. By Sukh Ahark, Partner and Lauren Murphy, Associate

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The new 'Bounce Back Loans' scheme (the "Scheme") launches today. The Scheme provides small and medium-sized businesses with loans from between £2,000 and £50,000, such cash to be accessible within days.

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Blog

High Court interprets meaning of indemnity for damage caused "prior to completion"

Published on 28 April 2020. By Neil Brown, Partner

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In a recent decision, the High Court has interpreted an indemnity for damage caused to assets "prior to completion" to be limited to damage caused in the period between signing and completion. This blog examines the reasoning for the court's decision, and the lessons that can be learned for transactional lawyers.

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Blog

Future Fund

Published on 24 April 2020. By Sukh Ahark, Partner and Lauren Murphy, Associate

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The Chancellor has announced the launch of a £500m co-investment fund for start-ups adversely impacted by the coronavirus. The 'Future Fund' operates through the government matching private sector money with state-backed loans that can convert into equity stakes in the start-up.

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Blog

What is covered by an indemnity for "liabilities"?

Published on 20 April 2020. By David Wallis, Partner

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This blog examines the recent Court of Appeal decision relating to the acquisition of Nottingham Forest FC and asks what type of liabilities is a seller liable for under a liabilities indemnity?

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Blog

Regulator urges lenders to carefully consider their responses to borrower's potential breaches of covenants owing to COVID-19

Published on 20 April 2020. By Sukh Ahark, Partner and Lauren Murphy, Associate

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The PRA stressed in a 'Dear CEO Letter' that lenders should be flexible with regards to the breaches of covenants that might occur because of COVID-19. The PRA stated that breaches may arise owing to temporary changes to a borrowers' reported earnings, suspension of business or changes to the audit report attached to financial statements.

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Blog

Signing documents during COVID-19 in Hong Kong

Published on 14 April 2020. By Jason Carmichael, Partner and Stephanie Northcott, Registered Foreign Lawyer

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This blog gives some practical advice on using electronic signatures in Hong Kong to sign documents during the Covid-19 restrictions, including where signatories and others are working from home without access to usual printing and scanning facilities.

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Blog

The new Coronavirus Large Business Interruption Loan Scheme

Published on 09 April 2020. By Sukh Ahark, Partner and Lauren Murphy, Associate

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The Coronavirus Large Business Interruption Loan Scheme (CLBILS) is designed to allow larger businesses to access emergency funding and to give banks the confidence to lend to many more businesses which are impacted by coronavirus.

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Blog

COVID-19 and tax residence

Published on 09 April 2020. By Ben Roberts, Partner

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This blog considers the potential risks posed by the COVID-19 pandemic to maintaining offshore tax structures.

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Blog

Coronavirus Business Interruption Loan Scheme – attempts to address inaccessibility

Published on 08 April 2020. By Sukh Ahark, Partner and Lauren Murphy, Associate

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The UK Government has implemented changes to the Coronavirus Business Interruption Loan Scheme in recognition of barriers faced by SMEs attempting to access the scheme.

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Blog

Managing SM&CR during the Coronavirus crisis

Published on 02 April 2020. By Jonathan Charwat, Senior Associate

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This blog considers the challenges caused by CV-19 in relation to the governance and SM&CR compliance of regulated firms in the UK.

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Publication

The government-backed Coronavirus Business Interruption Loan Scheme

30 March 2020

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The Coronavirus Business Interruption Loan Scheme (CBILS) is part of a package of temporary measures to support businesses during these challenging times. The CBILS is intended to give lenders confidence to continue to provide finance to SMEs.

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COVID-19 forces HMRC to temporarily change its stamp duty processes

Published on 26 March 2020. By Ben Roberts, Partner

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Yesterday (25th March) HMRC announced some "temporary" changes to its stamp duty processes, in light of the Covid-19 pandemic.

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Blog

COVID-19 and Commercial Tenants' Rights Regarding Rent

Published on 25 March 2020. By Elizabeth Alibhai, Partner and Ben Taverner, Associate

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This blog sets out various issues for commercial tenants to consider in relation to impending rent payments and government intervention in response to Covid-19. We are currently fielding numerous enquiries from tenants seeking advice about whether rent holidays, reductions and other concessions can be obtained in these unprecedented times.

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Blog

Spring Budget 2020 - main tax announcements

Published on 19 March 2020. By Ben Roberts, Partner

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This blog discusses some of the key tax changes announced in last week's Budget, and subsequent tax developments.

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Signing documents during COVID-19

Published on 18 March 2020. By Neil Brown, Partner and Jenny Tran, Senior Associate

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This blog gives some practical advice on how to sign documents during the Covid-19 restrictions, including where signatories and others are working from home without access to usual printing and scanning facilities.

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Publication

Navigating the dead zone: Understanding liquidation preferences in venture capital #2

Published on 16 March 2020. By Peter Sugden, Partner

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In the second of a series of blogs aimed at demystifying common provisions found in venture capital term sheets (with the hope of accelerating the negotiation process between investors and founders), Peter Sugden looks at liquidation preferences.

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Blog

Restrictive covenants in shareholders' agreements and commercial contracts

Published on 06 March 2020. By Ben Magahy, Senior Associate

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The Court of Appeal has recently reaffirmed the approach to the enforceability of restrictive covenants in shareholders' agreements and other commercial contracts.

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Blog

Life Expectancy - What's the Big Deal?

Published on 21 February 2020. By Rob Paine, Associate

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The Prudential Regulation Authority (PRA) has updated its guidance for insurers participating in longevity risk transfers (PS1/20 and SS18/16), clarifying the risks that should be considered and its expectations of pre-notification for transactions that are large and/or complex.

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Blog

UK formally leaves EU - practical matters you ought to be thinking about now

07 February 2020

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The UK formally left the EU on 31 January 2020. This is not the end, or the beginning of the end, it is the end of the beginning. The much more important future relationship needs to be determined. There is a hiatus until 31 December 2020 when nothing changes with regard to free trade and movement of people between the UK and the EU.

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Blog

New year's (tax) resolutions

Published on 21 January 2020. By Ben Roberts, Partner

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It's that time of year when people are abiding by, (re)assessing and / or breaking their new year's resolutions. It's no different in the world of tax.

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Blog

Equitable Life – High Court approves Part VII transfer, and distinguishes Prudential/Rothesay

Published on 06 January 2020. By Neil Brown, Partner

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The High Court has approved a large Part VII transfer by Equitable Life of life assurance and pensions policies, and has easily distinguished the decision in Prudential/Rothesay.

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Blog

Corporate governance for large private companies

Published on 14 October 2019. By Nneka Ezekude, Paralegal

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For financial years beginning on or after 1 January 2019, large private companies will need to adhere to the requirements contained in a new corporate governance code published by the Financial Reporting Council. The introduction of the new code followed multiple scandals which revealed poor corporate practices and neglect of stakeholders' interests. As a result, the code seeks to rebuild confidence and trust in these large private companies.

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Blog

Football, the beautiful investment game?

Published on 17 September 2019. By Alex Farrow, Associate

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Another football season is upon us and we dream of silverware to be won. However, planning for the next transfer window begins almost immediately for those clubs listed on a stock market. There are opportunities to increase their share price through new signings, managers and sponsorship deals.

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'Green Finance' enters the mainstream

Published on 25 June 2019. By Edward Colville, Legal Director

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With the UK's recent commitment to cut emissions to net zero by 2050, the financial sector is looking to 'green finance' to encourage investment in sustainable and environmentally-friendly businesses. Recent examples, like Nokia's €1.5 billion credit facility announced last week, show that environmental impact is becoming a key consideration for lenders and borrowers.

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Blog

National Security and Investment – the EU's response

Published on 07 June 2019. By Tim Anderson, Partner and Neil Brown, Partner

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National security concerns regarding Huawei continue to make headlines around the world, against the backdrop of an ongoing US / Chinese trade war. This blog looks at new EU rules on foreign investments which raise security or public order concerns.

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Blog

Stamp duty land tax (SDLT) avoidance and corporate property deals – the importance of timing!

Published on 21 May 2019. By Ben Roberts, Partner

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The First-Tier Tribunal has, in a recent decision, caused something of a stir for clients and advisors familiar with the well-trodden (and, usually, tax-efficient) use of offshore unit trusts to hold UK property.

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Blog

More than you bargained for: the implied duty of good faith

Published on 26 April 2019. By David Wallis, Partner and Neil Brown, Partner

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The recent High Court decision in Bates v. Post Office (No. 3) confirms a general principle that if a contract is a "relational" contract then it will include an implied obligation of good faith. Previously, there had been doubt whether such a general principle exists, as historically this was not an approach recognised by the English courts.

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Blog

Derivative transactions – the obligation to report

Published on 25 April 2019. By Edward Colville, Legal Director

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As the recent £34.9m fine for Goldman Sachs shows, the FCA takes the obligation to report derivative transactions seriously. How does this affect parties who trade infrequently, and what changes to the reporting requirement can we expect post-Brexit?

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Brexit delay prolongs uncertainty for insurers

Published on 12 April 2019. By Neil Brown, Partner

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Yesterday's announcement of Halloween as the new deadline for Brexit will prolong uncertainty for many UK insurers.

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UK property – big tax changes for non-UK residents

Published on 05 April 2019. By Ben Roberts, Partner

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From 6 April 2019, all gains from UK real estate realised on disposal by non-residents, whether residential or commercial property and whether by way of direct or "indirect" disposal, will be subject to UK capital gains tax or corporation tax.

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Blog

A licence to kill... a licence

Published on 11 March 2019. By Tim Anderson, Partner

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In the second of a number of short articles we are producing in relation to businesses in the tech space, we will be discussing a real life example of what not to do when diligencing a tech company and its third party IP licence agreements.

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Part Three: Five practical implications of side letters and most favoured nations clauses for fund investors and managers

15 February 2019

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In this third and final part of our series on side letters and most favoured nation (MFN) clauses in private equity funds, we examine five practical implications for investors and managers.

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Part Two: Side letters and fundraising

28 January 2019

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In this second of a three part series, we look more closely at side letters and most favoured nation (MFN) clauses in the private equity space.

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Part One: Overview of side letters & MFNs when investing in private equity funds

14 January 2019

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In the first of a three part series we consider the importance of side letters and most favoured nations (MFN) clauses in private equity funds.

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Blog

New regulations to permit assignment of receivables under commercial contracts now in force

Published on 11 January 2019. By Edward Colville, Legal Director

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After more than four years of consultation, draft regulations and revisions, the Business Contract Terms (Assignment of Receivables) Regulations 2018 (the Regulations) have now taken effect, and apply to all relevant contracts entered into on or after 31 December 2018.

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Blog

White Paper on National Security and Investment

Published on 17 December 2018. By Neil Brown, Partner and Charles Buckworth, Partner

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In our last blog, published on 11 December 2018, we explained the motivation behind the UK government's white paper on national security and investment. In this blog, we explain more of the detail in those proposals.

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Blog

A Signature Move in the Right Direction?

13 December 2018

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Earlier this year the Law Commission published a Consultation Paper on the use of electronic signatures for the execution of written agreements. Whilst the Law Commission does provisionally conclude that in its view an electronic signature is capable of complying with existing law, it published the Paper in order to seek views on whether the current law inhibits the electronic execution of written contracts, and what concerns stakeholders have regarding the use of electronic signatures.

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Huawei and UK National Security - A new technology cold war?

Published on 11 December 2018. By Neil Brown, Partner and Charles Buckworth, Partner

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Chinese technology giant, Huawei, has been making plenty of headlines recently. First, a number of Western governments (including the US, Australia and New Zealand) have banned Huawei equipment from being used in 5G networks, citing national security concerns. Next, Huawei's CFO was arrested in Canada in connection with alleged breaches of international sanctions.

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Budget 2018 – 10 key business tax takeaways

Published on 08 November 2018. By Ben Roberts, Partner

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