We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. Our Summer review looks at these developments and gives practical guidance...more
9/6/2024
/ Acquisitions ,
Carve Out Provisions ,
Corporate Governance ,
EU ,
Financial Conduct Authority (FCA) ,
Force Majeure Clause ,
Insurance Industry ,
Investment ,
Investors ,
Mergers ,
UK ,
Warranties
This briefing is the seventh in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks...more
We have gathered and examined data from AGM Notices published by FTSE 350 companies since January 2024. We have set out the approach companies have taken on a number of key aspects of their meetings, including where the...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
This briefing is the sixth in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks the...more
1/15/2024
/ Board of Directors ,
Capital Markets ,
Corporate Governance ,
Corporate Transparency Act ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
EU ,
Financial Conduct Authority (FCA) ,
Publicly-Traded Companies ,
Regulatory Reform ,
UK
Planning for the 2024 annual reporting season is underway. We summarise the key legislative changes affecting London-listed companies for the upcoming season along with best practice recommendations....more
11/1/2023
/ Annual Reports ,
Board of Directors ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
EU ,
Financial Conduct Authority (FCA) ,
Greenwashing ,
Policy Statement ,
Regulatory Reform ,
Remuneration ,
UK
Increased focus from investors, regulators, and employees on racial, ethnic and gender diversity has heightened scrutiny of public companies' commitments to diversity in their workforce and in particular on their...more
9/15/2023
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
Gender Equity ,
Listing Rules ,
Proxy Advisors ,
Reporting Requirements ,
Shareholders ,
UK ,
Woman Board Members
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This Summer review looks at these developments and gives practical guidance...more
This briefing is the fifth in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks the...more
8/4/2023
/ Beneficial Owner ,
Board of Directors ,
Corporate Governance ,
Corporate Transparency Act ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Ethnicity ,
Financial Crimes ,
Financial Fraud ,
Foreign Corporations ,
Greenwashing ,
Ireland ,
UK
The UK M&A market had a mixed start to the year, with deal activity showing strength but with values shifting to the smaller side. There were 483 transactions in Q1 2023, up 13% on the previous quarter and remaining well...more
The Pre-Emption Group issued new guidelines in November 2022. The guidelines have increased the threshold for which companies may disapply pre-emption rights to 20% and have added a new flexibility whereby companies may...more
In recent years "overboarding" has become an important issue for many UK companies and investors alike. Several large asset managers as well as proxy advisors, including Vanguard, BlackRock, and LGIM, have tightened their...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
1/18/2023
/ Acquisitions ,
Capital Markets ,
Contractual Liability Exclusions ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Creditors ,
EU ,
Financial Conduct Authority (FCA) ,
Force Majeure Clause ,
Mergers ,
Shareholders ,
UK
This briefing is the fourth in our series of briefings on corporate governance and is designed to provide a synopsis of topical corporate governance matters impacting companies in the United Kingdom. This briefing tracks the...more
We continue to track the approach FTSE 350 companies are taking to the holding of their AGMs. We have set out in our snapshot the approach companies have taken on a number of key aspects of their meetings, including where the...more
We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more
We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical...more
2/25/2022
/ Acquisitions ,
Breach of Contract ,
Breach of Duty ,
EFTA ,
European Court of Justice (ECJ) ,
LLPs ,
Mergers ,
Negligence ,
Share Sale and Purchase Agreements (SPAs) ,
Share Transfer ,
Unjust Enrichment ,
Warranties
2021 has been an exceptional year for the London Corporate team at White & Case, with a strong performance across the practice, including White & Case advising on nearly 50 deals involving publicly listed companies in the UK...more
1/5/2022
/ Acquisitions ,
Capital Markets ,
Coronavirus/COVID-19 ,
Environmental Social & Governance (ESG) ,
EU ,
Foreign Direct Investment ,
Investors ,
Mergers ,
Publicly-Traded Companies ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
UK
M&A activity in Western Europe surged in Q3 on the back of strong PE interest and low UK stock prices -
Dealmaking in Western Europe reached a post-crisis record in the third quarter of the year as dealmaker confidence...more
11/9/2021
/ Acquisitions ,
Bids ,
Buyouts ,
Capital Markets ,
Debt Market ,
EU ,
Global Dealmaking ,
Investors ,
Mergers ,
Private Equity ,
UK
PE dominance -
Private equity and family offices are exerting increasing influence over public takeovers in the UK, with public to private transactions ("P2Ps") making up more than 2/3 of all bids in H1 2021 and...more
10/11/2021
/ Acquisitions ,
Bids ,
Disclosure Requirements ,
Going-Private Transactions ,
Mergers ,
Private Equity ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Shareholders ,
Takeover Bids ,
UK
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
One
The Takeover Panel has announced today proposals to make substantial changes to the UK Takeover Code. These are the most significant changes to the Code since the September 2011 amendments in the wake of the...more
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
9/20/2020
/ Acquisitions ,
Board of Directors ,
Company Law ,
Conflicts of Interest ,
Contract Drafting ,
Contract Terms ,
Corporate Restructuring ,
Duty to Disclose ,
Fiduciary Duty ,
Financial Conduct Authority (FCA) ,
Good Faith ,
Indemnification Clauses ,
Joint Venture ,
Listed Company Manual ,
Litigation Strategies ,
Material Change Doctrine ,
Mergers ,
Motion for Sanctions ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
Restrictive Covenants ,
Risk Allocation ,
Scheme of Arrangement ,
UK
Trends in Material Adverse Change Clauses – Implications of Coronavirus on M&A Transactions -
On M&A transactions deal certainty may be a key negotiation issue. Whilst a seller may be reluctant to concede a material...more
3/14/2020
/ Acquisitions ,
Business Interruption ,
Buyers ,
Contract Terms ,
Coronavirus/COVID-19 ,
Global Economy ,
Material Adverse Change Clauses (MACs) ,
Merger Agreements ,
Mergers ,
Publicly-Traded Companies ,
Sellers ,
State of Emergency ,
Stock Exchange ,
Stock Prices ,
Supply Chain ,
Takeovers ,
UK
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
1/24/2020
/ Acquisition Agreements ,
Acquisitions ,
Administrative Hearings ,
Audit Reports ,
Authentication ,
Board of Directors ,
Breach of Duty ,
Buyers ,
Buyouts ,
CEOs ,
Company Law ,
Contract Formation ,
Contract Terms ,
Corporate Liability ,
Corporate Officers ,
Disciplinary Proceedings ,
Disclosure Requirements ,
E-Signatures ,
Email ,
Executive Authority ,
Failure To Disclose ,
Fiduciary Duty ,
Financial Conduct Authority (FCA) ,
Fraud ,
FSMA ,
Good Faith ,
Individual Accountability ,
Insider Information ,
Mergers ,
Mutual Mistake ,
Notice Requirements ,
Publicly-Traded Companies ,
Put and Call Options ,
Rectification ,
Scheme of Arrangement ,
Securities Litigation ,
Sellers ,
Share Sale and Purchase Agreements (SPAs) ,
Shareholder Distributions ,
Shareholder Litigation ,
Shareholder Meetings ,
Shareholders ,
Takeovers ,
Tax Liability ,
UK