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RPC big deal

Blog

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

Published on 13 October 2021. By Peter Sugden, Partner

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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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Blog

Takeover Code: What has changed?

Published on 13 September 2021. By Emily McGregor, Senior Associate

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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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Blog

Expert determination of completion accounts and "manifest error"

Published on 06 April 2021. By Jenny Tran, Senior Associate

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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, Senior Associate

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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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Blog

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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National Security and Investment Bill – Headline Points

Published on 20 November 2020. By Neil Brown, Partner

This blog summarises the key headlines from the new National Security and Investment Bill.

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Publication

A guide to buying and selling English residential property

16 November 2020

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With the advent of COVID-19, Brexit and global market volatility, the mature, fast-moving English real estate sector faces unprecedented challenges. However history has shown the English residential property market to be particularly resilient and many consider this a time of unique opportunity.

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Blog

10 tips for preparing a Section 172 Statement

Published on 02 November 2020. By Emily McGregor, Senior Associate

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For financial years beginning on or after 1 January 2019, all large private companies must include a statement in their annual report and accounts explaining how the directors have had regard to the matters in section 172 of the Companies Act 2006 when performing their duties.

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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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Calculating fair value – is it really fair?

Published on 04 August 2020. By Chris Brierley, Partner

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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

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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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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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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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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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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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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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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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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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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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Signing documents during COVID-19 in Hong Kong

Published on 14 April 2020. By Jason Carmichael, Partner and Stephanie Northcott, Senior Associate

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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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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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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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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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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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COVID-19 and Commercial Tenants' Rights Regarding Rent

Published on 25 March 2020. By Elizabeth Alibhai, Partner

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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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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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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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