Industry News

A bitesized update on the Senior Managers and Certification Regime

by Leela|29 January 2019|Industry News

The Senior Managers and Certification Regime (“SM&CR”) is part of the UK regulators’ drive to improve culture, governance and accountability within financial services firms. It aims to deter misconduct by improving individual accountability and awareness of conduct issues across firms. Banks and PRA-designated investment firms have been subject to the SM&CR since March 2016. On […]

Suspicious activity reports inspection granted by the High Court

by Emma Cleveland|17 January 2019|Industry News

In Lonsdale v National Westminster Bank plc (October 2018), the court granted the claimant, Mr Lonsdale, the opportunity to inspect the suspicious activity reports (“SARs”) submitted by his bank, National Westminster Bank PLC (“NatWest”) to the National Crime Agency (the “NCA”) relating to his accounts held with the Bank. THE FACTS Mr Lonsdale held seven accounts […]

Excluding misrepresentation and entire agreement clauses

by Emma Cleveland|10 January 2019|Industry News

The high court recently considered the interpretation of an entire agreement clause and excluding claims for misrepresentation in the recent judgement of Fawaz Al-Hasawi (“Mr Al-Hawawi”) and Nottingham Forest Football Club (the “Club”) & Others (2018). An entire agreement clause is a standard term used in contracts to clarify and limit what has been agreed to particular contractual documents […]

Brexit update: The FCA’s temporary permission regime

by Emma Cleveland|8 January 2019|Industry News

HM Treasury has published a number of draft Statutory Instruments (“the Draft Sis”) including a Temporary Permissions Regime (“TPR“) as a temporary measure to replace the passporting regime in Schedule 3 and 4 of the Financial Services and Markets Act 2000 (“FSMA”) in the event of a no-deal Brexit. The legislative framework for the TPR […]

Penalty clauses

by Emma Cleveland|3 January 2019|Industry News

In the recent case of Holyoake and Candy (June 2018), the Court of Justice clarified the interpretation of the penalty rule, and how careful drafting can take a clause outside the scope of the rule. THE PENALTY RULE AND ITS POTENTIAL WIDE APPLICATION TO CONTRACTS The penalty rule imposes that clauses that are “penalties” are unenforceable […]

Implied contract claim

by Emma Cleveland|18 December 2018|Industry News

In Standish (“Standish”) and RBS (“RBS”) [2018], the High Court ruled that an alleged overarching agreement between the parties could not arise by implication. THE FACTS Standish were shareholders in a company which suffered financial difficulties, who were subsequently referred to RBS’s restructuring group, and subject to a process whereby the majority of its shares were transferred […]

Delivering documents to a regulator – a question of legal privilege

by Emma Cleveland|12 December 2018|Industry News

In the recent case ofThe Financial Reporting Council Ltd and Sports Direct International Plc [2018], the High Court stated that, when responding to a regulator investigating into the conduct of a regulated entity, the client of a regulated entity could not refuse to deliver requested documentation on the grounds of legal privilege. In this circumstance, […]

Effect and interpretation of non-assignment clauses

by Emma Cleveland|28 November 2018|Industry News

The case of First Abu Dhabi Oil Bank (“First Abu Dhabi”) and BP Oil (“BP”) (2018) examines the relationship between a non-assignment clause without the other party’s consent and a warranty in a receivable financing contract specifying that one of the parties is not prohibited from disposing of the receivable. The case raises issues in relation […]

Fiduciary duties

by Emma Cleveland|22 November 2018|Industry News

In the recent case of Keystone (“Keystone”) and another vs Parr and other (September 2018), the Court found that a director was in breach of his fiduciary duty when he sold his shares to the other shareholders, and then left to set up a competitor company. Furthermore, his actions triggered the bad leaver provisions in the […]

Court upholds drag along provisions

by Emma Cleveland|20 November 2018|Industry News

In Cunningham and Resourceful Land Ltd and others (August 2018) the High Court upheld a drag along provision, confirming the validity of a shareholders’ sale of his shares in the company. Where several people invest in a company, they often put in place a shareholder’s agreement to regulate their relationship. Provided that such an agreement is drafted […]