Our Thinking · Commercial & Corporate · Europe
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 […]
Our Thinking · Regulatory & Compliance · Europe
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, […]
Our Thinking · Commercial & Corporate · Europe
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 […]
Our Thinking · Regulatory & Compliance
The Financial Reporting Council has published the final 2018 edition of the Corporate Governance Code and the associated Guidance on Board Effectiveness. The latest edition also includes a feedback statement which contains a detailed comparison between the 2016 and the 2018 Codes, and a redline which highlights the changes between the consultation versions of the […]
Our Thinking · Commercial & Corporate · Europe
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 […]
Our Thinking · Commercial & Corporate · Europe
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 […]
Our Thinking · Regulatory & Compliance · Commercial & Corporate
We consider in this newsletter, the impact of Brexit on the financial services industry and provide practical steps for firms to take to mitigate their Brexit risk. We also examine the impact of Brexit on commercial contracts more generally as well as intellectual property. For more information or further guidance on Brexit and its impact […]
Our Thinking · Commercial & Corporate · Europe
In the recent case of Signia Wealth(“Signia”) and Vector Trustees Ltd(“Vector”) [2018], the High Court of Justice ruled that Signia’s bad leaver provision did not breach the penalty doctrine, and was therefore enforceable. THE FACTS The case originated when Ms Dauriac, managing director of Signia, following an already deteriorated relationship with the founder of Signia, […]
Our Thinking · Regulatory & Compliance · Europe
Earlier this week, the UK’s Cryptoassets Taskforce (consisting of HM Treasury, the Financial Conduct Authority (the “FCA”) and the Bank of England) (the “Taskforce”) published its final report, providing an overview of cryptoassets and underlying technology as well as an assessment of the risks and benefits of such assets and the path forward for UK […]
Our Thinking · Public Funds · Private Funds · Europe
The Privy Council recently upheld a decision that a hedge fund manager had not acted dishonestly or improperly when it failed to accurately describe to its client, the structure of its fund, and the way in which their client’s investments were being leveraged (Al Sadik v Investcor Bank [2018](“Investcorp”). FACTS In March 2018, at the […]
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