News & Insights

Our Thinking · Investments & Capital Markets · Commercial & Corporate · Europe

Force Majeure and MAC clauses in M&A contracts under the pandemic

OVERVIEW The Covid-19 pandemic and consequent economic downturn have often made it difficult for companies to perform their contractual obligations, from making rent payments to shipping goods across borders. Many have attempted to rely on force majeure clauses to avoid liability. In general, force majeure arises when an event outside the control of the parties […]

Leela20 November 2020

Our Thinking · Regulatory & Compliance · Commercial & Corporate · Europe

FCA publishes indicators of fitness and propriety under the senior managers and certification regime

On 14 August 2020, the Financial Conduct Authority (“FCA”) published indicators to assess fitness and propriety under the Senior Managers & Certification Regime (“SM&CR”), which can be found here. These include positive and negative indicators which build on the previously limited guidance offered by the FCA for solo-regulated firms. Unlike the previous Approved Persons Regime […]

Leela19 November 2020

Our Thinking · Commercial & Corporate · Europe

Court of appeal decides on whether invalid deeds are enforceable in contracts

In Signature Living Hotel Ltd v Sulyok [2020] EWHC 257 (Ch), the question arose as to whether two deeds of guarantee were enforceable despite having been invalidly executed as a deed. FACTUAL BACKGROUND The applicant sought finance for its developments by way of investment loans from individuals for which corporate guarantees were given as security. […]

Leela27 October 2020

Our Thinking · Commercial & Corporate · Europe

Do you need a European Representative?

The Brexit transition period will come to an end on 31 December 2020. Once the United Kingdom (“UK”) officially leaves the European Union (“EU”), the UK will become a third country under the law of the European Union. Under EU law, a third country is a country or territory that is not a member of […]

Leela19 October 2020

Our Thinking · Public Funds · Private Funds · Regulatory & Compliance · Europe

FCA consults on new rules to improve open-ended property fund structures

Since 2017 the Financial Conduct Authority (the “FCA”) has been consulting on various proposals to reduce the potential for harm to investors from the liquidity mismatch in open-ended property funds (i.e. UK authorised funds that invest directly in property such as shops, warehouses or offices). In the FCA’s latest consultation paper (CP20/15) (the “Consultation”), it is […]

Leela16 October 2020

Our Thinking · Investments & Capital Markets · Europe

Commercial Court on negative declaratory relief and standard clauses in the 1992 ISDA Agreement

The Commercial Court has granted declaratory relief concerning a bank’s rights under an interest rate hedging governed by the 1992 ISDA Master Agreement in BNP Paribas SA v Trattamento Rifiuti Metropolitani SPA [2020]. FACTUAL BACKGROUND In October 2008, Trattamento Rifiuti Metropoliani SpA (“TRM”), an Italian company specialising in waste treatment, entered into a financing agreement […]

Leela14 October 2020

Our Thinking · Regulatory & Compliance · Europe

Webinar: The FCA is changing Capital Adequacy Requirements: everything you need to know in 10 minutes!

The new Investment Firms Prudential Regime will affect a significant number of investments firms in the United Kingdom requiring changes to key areas of their business. Want to understand the key points of the IFPR and how you should be preparing for its implementation, but time is a problem? We have got you covered with […]

Leela1 October 2020

Our Thinking · Commercial & Corporate · Europe

Supreme Court decides on restrictive covenants and “restraint of trade doctrine”

In Peninsula Securities Ltd v Dunnes Stores (Bangor) Ltd [2020] UKSC 36, the Supreme Court held that a restrictive covenant given by a landlord of a shopping centre to an anchor tenant did not engage the common law doctrine of restraint of trade. The “pre-existing freedom” test set down in Esso Petroleum Co Ltd v […]

Leela28 September 2020

Our Thinking · Public Funds · Regulatory & Compliance · Europe

ESMA proposes amendments to AIFMD and UCITS framework

On August 18, 2020, the European Securities and Markets Authority (“ESMA”) published a letter (the ‘Letter”) addressed to the European Commission (“EC”) on its recommendation for the upcoming review of the Alternative Investment Fund Managers Directive (“AIFMD”). Many of the recommendations made also require consideration of material changes to the Undertakings for the Collective Investment […]

Leela25 September 2020

Our Thinking · Investments & Capital Markets · Europe

Court of appeal on reliance of ISDA standard terms

In CFH Clearing Limited v. Merrill Lynch International [2019] EWHC 963 (Comm), the High Court has dealt with the issue of whether or not a bank was obliged to reprice or cancel foreign exchange spot trades entered into at a time of severe market disruption, in accordance with what was claimed to be “market practice”. […]

Leela28 August 2020

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