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Perspective - Blog

What do your corporate governance leads need to know about tackling greenwashing?

Published on 13 November 2023. By Phoebe Nowell-Usticke, Associate

The Chartered Governance Institute UK & Ireland (CGI) has published a helpful report, "Tackling greenwashing from a governance perspective", to assist corporate governance professionals in ensuring organisations are compliant with new expectations.

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Economic Crime and Corporate Transparency Act – what you need to know about the corporate transparency reforms

Published on 06 November 2023. By Rosamund Akayan, Knowledge Lawyer

The Economic Crime and Corporate Transparency Act, which received Royal Assent on 26 October 2023, overhauls the role of Companies House and the corporate transparency obligations of UK companies.

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US to prohibit outbound investment in certain advanced technologies – a massive expansion of national security laws

Published on 22 August 2023. By Neil Brown, Partner

On 9 August 2023, President Biden declared a US national emergency in relation to the national security threat posed by certain advanced technologies and issued an Executive Order directing that investment by US persons in such technologies be subject to prior notification or outright prohibition.

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Finsbury Food v AXIS: what are the key takeaways for warranty and indemnity insurers and policyholders?

Published on 19 July 2023. By Charmaine Chew, Associate and Matt Ward, Trainee Solicitor

The Commercial Court recently handed down its judgment in the case of Finsbury Food Group Plc v AXIS Corporate Capital UK Ltd & Ors [2023] EWHC 1559 (Comm). This is the first time the court has considered a claim under a W&I insurance policy, and provides a helpful example of how key concepts, such as material adverse change and valuation, are considered by the court.

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10 Practical Tips for Navigating the W&I Underwriting Process

Published on 12 June 2023. By Charmaine Chew, Associate

Warranty and indemnity (W&I) insurance provides cover for losses arising from a breach of warranty, or a tax deed claim, in connection with a merger or acquisition (M&A) transaction. The use of W&I insurance offers significant advantages (such as allowing the seller to make a clean exit, and helping to maintain the relationship between the parties), and as such, is becoming an increasingly common feature of M&A transactions.

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Automatic conversion of shares held invalid

Published on 30 May 2023. By Arjun Patel, Associate

The High Court has interpreted that a right for preferred shares to be converted to ordinary shares is subject to class right approval by the preferred shareholders.

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Take notice: the importance of complying with formal notification requirements

Published on 23 May 2023. By Ben Magahy, Senior Associate

A recent judgment of the High Court has highlighted the potential hurdles thrown up by notification clauses in share purchase agreements.

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Sustainability-Linked Bonds

Published on 24 April 2023.

The ESG finance market continues to develop and grow as interest and demand for environmentally and socially conscious investments becomes more and more important to investors around the world.

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Key takeaways from the first year of the national security regime

Published on 22 March 2023. By Bridget Lockhart, Associate

The UK's new national security screening regime has now been in operation for over a year. This blog discusses the key takeaways from the first decisions to be made under the UK's new national security screening regime.

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Spring Budget 2023 - Main Tax Announcements

Published on 16 March 2023. By Ben Roberts, Partner

This blog discusses some of the key tax changes announced in this week's Spring Budget.

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Say on Climate resolutions

Published on 08 February 2023. By Chloe Clapson, Associate and Connor Cahalane, Partner

Institutional investors are increasingly calling on listed companies to put their climate transition plans to a shareholder vote in the form of Say on Climate resolutions at their Annual General Meetings.

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Perspective - Blog

Change in Control

Published on 16 January 2023. By Whitney Simpson, Of Counsel

As early as possible in a corporate transaction, you or one of your team should check the Financial Services Register (the "FCA Register"). The FCA Register will reveal whether or not the entity or one of the entities in the group you are purchasing is an Prudential Regulatory Authority ("PRA") and/or Financial Conduct Authority ("FCA") authorised firm, the Buyer (and to a certain extent the Seller) will need to consider the Change in Control Regime under Part 12 of the Financial Services and Markets Act 2000 ("FSMA").

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EMI schemes and use of board discretion: new HMRC guidance

Published on 03 November 2022. By Ben Roberts, Partner

This blog looks at the recently published HMRC guidance addressing some of the more common types of board discretion in EMI schemes.

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When is a director personally liable for a company's wrongs?

Published on 28 October 2022. By Ben Magahy, Senior Associate

A recent Court of Appeal judgment considers when a director might be liable for wrongs committed by the company (including, specifically, by way of accessory liability).

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Meaning of contractual duty of good faith

Published on 26 October 2022. By Neil Brown, Partner and Clare Rooney, Associate

The Court of Appeal has taken a restrictive interpretation of an express duty of good faith in a decision handed down on 21 October 2022 - Re Compound Photonics Group Ltd; Faulkner v. Vollin Holdings Ltd [2022] EWCA Civ 1371. This decision is important as (i) the Court of Appeal judgment provides a lengthy examination of the meaning of a contractual duty of good faith, and (ii) the decision casts doubt on some previous case law on this point (including overturing the High Court's decision).

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Model Articles deemed suitable for sole director companies

Published on 06 October 2022. By Rupert Wyles, Senior Associate

A recent decision of the High Court in Re Active Wear Limited [2022] EWHC 2340 (Ch) has suggested that the model articles for private companies are suitable for companies with a sole director appointed, in contrast to another recent decision of the High Court in Hashmi v Lorimer-Wing.

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Mini Budget 2022 - Main tax announcements

Published on 29 September 2022. By Ben Roberts, Partner

This blog discusses some of the key tax changes announced in last week's Autumn Statement.

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Liability of principal for agent's breach of warranty and misrepresentation in a share purchase agreement

Published on 20 September 2022.

In the recent case of Ivy Technology Ltd v Martin [2022] EWHC 1218 (Comm) the Commercial Court considered a claim by Ivy Technology in its claims for breach of warranty and fraudulent misrepresentation against Barry Martin and Paul Bell. This case highlights the necessity for a purchaser to test the veracity of a seller's pre-contractual statements through a thorough due diligence process and to ensure that all parties relevant to the target business are party to the SPA.

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What's the damage?

Published on 07 September 2022. By Chris Brierley, Partner

On every share sale, the sellers will provide warranties – statements of fact relating to the company being sold – to the buyer. If these warranties are not true, the buyer will be entitled to damages to reflect the reduction in value of the shares acquired. But how is this calculated?

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Perspective - Blog

Transactional liability insurance outlook

Published on 01 September 2022. By Emily McGregor, Partner and Jeremy Cunningham, Partner

2021 saw extraordinary M&A deal volume and more transactional liability insurance policies underwritten than ever before (including specific tax and contingent risk insurance products as well as traditional warranty and indemnity (W&I) insurance policies).

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Japan and ESG-focused M&A

Published on 12 July 2022. By Nigel Collins, Partner, Head of Japan Desk

ESG has become a hot topic in the Corporate world and is now a priority for many corporates.

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The FCA: becoming a data-driven regulator

Published on 01 July 2022. By Neil Brown, Partner and Lauren Murphy, Senior Associate

The FCA published its second data strategy in 2020 (the first being published in 2013) and since then it has been full steam ahead.

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Perspective - Blog

Technology in Insurance

Published on 22 June 2022. By William Hogarth, Partner

On 16 June 2022 RPC hosted an afternoon of talks and panel sessions on the theme of 'Technology in Insurance', the culmination of the firm's TechWeek which brings market experts and lawyers together to discuss risks and opportunities with new technologies within different business sectors.

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Model Articles deemed unsuitable for sole director companies

Published on 24 May 2022. By Rupert Wyles, Senior Associate

A recent decision of the High Court in Hashmi v Lorimer-Wing [2022] EWHC 191 (Ch) has suggested that the model articles for private companies are not suitable for companies with a sole director appointed.

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Perspective - Blog

Climate-related financial disclosures: what companies and LLPs need to know about the UK's new mandatory rules

Published on 10 May 2022.

The UK's new climate-related financial disclosures: mandatory requirements to come clean

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FCA approach to Part VII transfers

Published on 03 May 2022.

On 15 February 2022, the Financial Conduct Authority (FCA) published its final guidance (FG22/1) on its approach to reviewing insurance business transfer schemes under Part VII of the Financial Services and Markets Act 2000.

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Perspective - Blog

Electronic signing on corporate transactions: What is current best practice?

Published on 26 April 2022. By Ella Shanks, Associate

Electronic signing has now replaced in-person signing as the norm for most lawyers and clients on corporate transactions. This article summarises the current guidance from a number of sources on conducting electronic signing procedures.

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Government White Paper on corporate transparency and Companies House reform

Published on 07 April 2022. By Abdul Wali, Associate

On 28 February 2022, ahead of the introduction of legislation, the Government published a "White Paper" outlining its proposals for changes to the way in which Companies House operates, aimed at increasing transparency of UK corporate entities and developing the role and powers of Companies House.

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Perspective - Blog

The Future Fund - two years on

Published on 16 February 2022. By Edward Colville, Partner

Figures published at the end of January show that the Future Fund, a scheme launched by the British Business Bank (the BBB) at the height of the pandemic to support innovative UK companies, is now a shareholder in 265 British companies.

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National Security and Investment Act – is my transaction in scope?

Published on 18 January 2022. By Neil Brown, Partner

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The National Security and Investment Act (the NSAI) came into force on 4 January 2022. This 2 minute read aims to give a short checklist of questions to help determine whether a transaction might be in scope of the NSAI.

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Lloyd's' focus on a more sustainable future

Published on 07 December 2021. By Lauren Murphy, Senior Associate

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Lloyd's published its first Environmental, Social and Governance (ESG) Report at the end of last year and while this is a fairly new focus area for Lloyd's it noted that: a) in its history it has a long record of contributing to communities and helping them to recover from disaster; and b) the role that insurance plays in protecting society and supporting global economic growth.

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Equity Commitment Letters – are they enforceable?

Published on 24 November 2021. By David Wallis, Partner

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This blog examines a recent High Court decision relating to the construction of an equity commitment letter and asks just how committed is an equity commitment letter?

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Carve-out deals: Preparation for separation

Published on 18 October 2021. By Jeremy Cunningham, Partner and Ella Shanks, Associate

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The value of UK carve-out deals is on the rise. Deal value increased by 182% to £30.8bn for the tax year 2020-21. Participants should be aware of the complex issues involved.

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Perspective - Blog

Turning the ratchet - understanding anti-dilution rights in venture capital

Published on 13 October 2021.

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In the third 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 anti-dilution rights.

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The rise of ESG finance

Published on 01 October 2021. By Sukh Ahark, Partner

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ESG (Environmental, Social and Governance) finance remains a hot topic and continues to grow rapidly, with Bloomberg predicting the $2.2 trillion ESG debt market to hit $11 trillion by 2025, based on the rate of growth during the past five years.

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Balance on the board: Eight things UK PLCs need to know about the FCA's diversity targets

Published on 27 September 2021. By Karen Hendy, Head of Corporate and Connor Cahalane, Partner

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The Financial Conduct Authority's proposals will mean UK listed companies need to disclose whether their boards and senior management teams meet new gender and ethnic diversity targets.

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Takeover Code: What has changed?

Published on 13 September 2021. By Emily McGregor, Partner

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On 5 July 2021, the most significant changes to the Takeover Code (the Code) since 2011 took effect. The changes are intended to standardise the treatment of regulatory clearances and simplify the offer timetable. An overview of the main changes is set out below.

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Directors' duties and conflicts of interest – application to former directors

Published on 28 June 2021. By Ben Magahy, Senior Associate

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The High Court has recently considered the scope of the duty to avoid conflicts of interest as it applies to former directors of a company.

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The beginning of the end for tax havens?

Published on 08 June 2021. By Ben Roberts, Partner

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Over the weekend it was widely reported that the 'G7' nations had agreed a deal on global tax reform.

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Japan's quiet approach to cross-border investment is changing

Published on 06 May 2021. By Nigel Collins, Partner, Head of Japan Desk

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This article highlights a few interesting insights from an interview of Nigel Collins (RPC) and Mangyo Kinoshita (southgate) conducted by Brunswick Group.

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Expert determination of completion accounts and "manifest error"

Published on 06 April 2021.

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The courts narrowly interpret what is a "manifest error" in the context of expert determination of completion accounts.

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Insurance M&A and financing Q1 2021

Published on 22 March 2021. By James Mee, Partner

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This blog considers insurance M&A and financing trends over the past 12 months.

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FCA guidance on cancellations and refunds

Published on 15 March 2021. By Whitney Simpson, Of Counsel

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COVID-19 disruption has caused an unprecedented number of cancellations of trips, holidays, and other events. On 2 April 2021, the temporary guidance which the FCA published in October 2020 setting out its expectations for insurance and card providers, is due to come to an end.

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Spring Budget 2021 – spend now, tax later?

Published on 11 March 2021. By Ben Roberts, Partner

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UK Listing Review wants companies to stay at home

Published on 04 March 2021. By Connor Cahalane, Partner and Karen Hendy, Head of Corporate

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Recommendations will make it easier to list and fundraise on the London Stock Exchange

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National Security and Investment Bill – when will it come into force?

Published on 17 February 2021. By Neil Brown, Partner

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This blog considers when the National Security and Investment Bill might come into force, and the risk that transactions currently underway might be caught by the incoming rules.

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The 2021 Budget and M&A

Published on 11 February 2021. By James Mee, Partner and Ben Roberts, Partner

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Many in business will have a keen eye on Rishi Sunak's Budget announcement that is due on 3rd March. As always, there is intense press speculation as to the measures that may be announced.

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Time for public companies to come clean: New UK climate-related disclosures and ESG guidance

Published on 03 February 2021. By Connor Cahalane, Partner

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Companies listed on the London Stock Exchange's Main Market will need to include a statement in their annual report confirming if they have made climate-related disclosures consistent with the recommendations of Task Force on Climate-related Financial Disclosures (TCFD). Companies planning to IPO, or move from AIM to the Main Market, are also affected by these new Listing Rules.

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The Brexit deal and tax – what did we end up with?

Published on 26 January 2021. By Ben Roberts, Partner

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Over the festive period a Brexit deal was finally agreed between the UK and the EU, just in time for the end of the transition period on New Year's Eve.

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Japan-UK free trade agreement and Japan Inc M&A

Published on 23 November 2020. By Nigel Collins, Partner, Head of Japan Desk

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Japan and the UK signed a post-Brexit bilateral free trade agreement on 23 October 2020 with an implementation date of 1 January 2021. This ensures continuity in trade and investment beyond the end of the UK's transition period.

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