Cafeteria table with view of the docks.

RPC big deal

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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Life Expectancy - What's the Big Deal?

21 February 2020

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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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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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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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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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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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Football, the beautiful investment game?

17 September 2019

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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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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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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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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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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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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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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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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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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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Something out of the ordinary (share capital)

Published on 05 November 2018. By Ben Roberts, Partner

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The term ordinary share capital is widely used in UK tax provisions. While the term has a statutory definition a recent table by the Chartered Institute of Taxation shows how HMRC has interpreted it in practice.

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Tech talent: To purchase or to hire…that is the question

02 November 2018

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When acquiring tech companies & their human talent, there are some key considerations that buyers should take into account when formulating their M&A strategy

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Drafting: you do the maths

Published on 01 November 2018. By Neil Brown, Partner

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Chartbrook v. Persimmon provides a good example of why contracts can benefit from worked mathematical formulae to aid courts in interpreting key contractual clauses.

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Managing expectations: key considerations for early stage start-ups and their investors

Published on 30 October 2018. By Peter Sugden, Partner

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Peter Sugden discusses "good leaver / bad leaver" provisions in early-stage venture capital investment to help explain key terms for start-up business.

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