News & Analysis as of

Fiduciary Duty United Kingdom

Katten Muchin Rosenman LLP

ILPA Publishes Guidance on NAV Financing in Private Equity Strategies

The Institutional Limited Partners Association (ILPA) recently issued guidance (Guidance) for limited partners (LPs) and general partners (GPs) on the use of net asset value (NAV)-based financing facilities in private equity...more

Jones Day

Directors Take Note: English Court Awards Substantial Judgment Under New "Trading Misfeasance" Law

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The £150 million judgment makes clear the full impact of the trading misfeasance offence for directors....more

Latham & Watkins LLP

Directors Duties and Misfeasance Trading Lessons From BHS

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Actions brought against the BHS directors by the group’s liquidators have resulted in the largest reported award for wrongful trading since the provision’s introduction, but the judgment highlights some unsettled areas of the...more

Mayer Brown

UK Supreme Court Clarifies Basis of ‘Knowing Receipt’ Claims Arising From Breach of Fiduciary Duty

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"The law on 'knowing receipt' has perplexed judges and academics alike for several decades" – Lord Burrows (paragraph 99). In a decision with significant implications for claims involving fraud and breach of fiduciary duty...more

Proskauer - The Capital Commitment

ESG in 2024: Traps for the Unwary

ESG continues to be a hot topic for 2024 for investors and regulators alike. The specific concerns investors and regulators have – and what they expect to develop over the coming months – differ, however, across...more

Conyers

B2B, B2C, BVI – Crypto Disputes in the Caribbean

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In the crypto world, does it really matter where you are? Is there a sunny offshore paradise perspective on the click of a button and a fintech trade? The answer lies as usual in how to unravel a problem should it arise. Both...more

Orrick, Herrington & Sutcliffe LLP

Startups in the UK: Navigating the Next Phase of Growth

In the second article of a two-part series, Jamie Moore, Kristy Hart, Kelly Hagedorn, Scott Morrison, Cameron Carr, Emma Cameron, Anna O’Kelly and Hanna Hewitt of Orrick explain the key issues and complexities that UK...more

Conyers

Directors' Duties: The Next Chapter

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As directors around the world grapple with difficult and uncertain times arising from various macro-economic factors, these decisions provide useful and timely guidance on the approach that directors should take to protect...more

White & Case LLP

Tinkler v Esken Limited: was Mr. Tinkler swindled? Court of Appeal dismisses application to set aside a judgment alleged to be...

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A challenge to a Court judgment on grounds of fraud brings into conflict two fundamental principles of English law: (i) the finality of judgments; and (ii) the principle that fraud unravels all. Given the importance of the...more

Dechert LLP

UK Judgment Highlights Risks of Seeking to “Short Circuit” Hedge Fund Payment Structures

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On 25 April 2023, the English Court of Appeal reversed a decision of the High Court that found three senior former employees of an investment adviser to an investment fund liable for dishonest assistance (amongst other...more

Latham & Watkins LLP

Delaware Court Confirms Corporate Officers’ Duty of Oversight - Lessons for UK Companies

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The US decision reminds UK companies and their officers to identify and report red flags about misconduct in the workplace. Certain shareholders of McDonald’s Corporation (the Company) sued David Fairhurst, the Company’s...more

BCLP

Catch me if you can: How the English Courts are adapting to remain an effective jurisdiction to combat crypto fraud

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The English courts have sought to lead the way in adjudicating crypto-related disputes and other technological matters in an international context. Recent decisions have demonstrated the English courts’ willingness to assist...more

Goodwin

BTI v. Sequana - What’s new for directors in the zone of insolvency?

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In BTI 2014 LLC v. Sequana SA and Others [2022] UKSC 25 (“Sequana”), the Supreme Court confirmed the existence of a duty owed at common law by company directors to consider the interests of its creditors, and also provided...more

Skadden, Arps, Slate, Meagher & Flom LLP

How Directors Can Manage the UK Supreme Court’s ‘Balancing Exercise’ in Difficult Times

Economic downturns can put both companies and their boards to the test. An important judgment from the U.K. Supreme Court in October 2022, the Sequana case,1 clarifies the obligations of directors of a company facing the...more

Proskauer - Minding Your Business

A New Gateway Opens – More English Court Options for Victims of Overseas Fraud

Recent rule changes allow claimants full access to key English law mechanisms to discover the identity of defendants and location of assets, even where the wrongdoers and third parties are not based in England. This is highly...more

Conyers

Directors’ Duties on the Precipice of Insolvency: Brief Overview of BTI 2014 LLC v Sequana SA

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The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more

Venable LLP

UK Supreme Court Issues Long-Awaited Judgment Regarding Company Directors' Duties to Creditors

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​​​​​​​In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court...more

White & Case LLP

Call of Duty: Sequana and the state of directors’ duties

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Recently, the Supreme Court of the United Kingdom released its judgment in BTI 2014 LLC v Sequana SA1. This marks the first occasion on which the nature, scope and content of directors' duties to creditors when a company is...more

Latham & Watkins LLP

Directors’ Duties: Shining Light in the Tunnel?

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In a new ruling, the UK Supreme Court concluded that the rule applies only when a company is “insolvent or bordering on insolvency”. On 5 October 2022, the UK Supreme Court handed down judgment in BTI 2014 LLC v. Sequana...more

Goodwin

Do Directors Have a Duty to Consider the Interests of Creditors Prior to Insolvency?

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On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others. This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more

Conyers

BVI Directors’ Duties And Insolvency: The Impact of the Sequana Case

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On 5 October 2022 the UK Supreme Court (UKSC) handed down its “momentous” decision in BTI 2014 LLC v Sequana SA and others1. The case addresses issues of ‘‘considerable practical importance to the management of companies’’,...more

Goodwin

The UK Consumer Duty: Next Steps For Private Fund Managers

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​​​​​​​In our previous Client Alert, Back to Work: The FCA's 2022-23 Priorities for Private Fund Managers, we mentioned the need for managers to consider the new consumer duty rules contained in PS22/9: A new Consumer Duty. ...more

K2 Integrity

ESG Certification: Assisting in Mitigating Greenwashing for Investors, Managers, Funds and Regulators

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There have been numerous positive developments in the evolution of ESG investing. Still, the research needed to assess which investments are truly ESG-compliant and which are tantamount to greenwashing is burdensome...more

Dechert LLP

Dechert Cyber Bits - Issue 21

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US Federal Appellate Court Issues Opinion on Proof of Injury in Data Breach Cases - On September 2, 2022, the U.S. Court of Appeals for the Third Circuit reinstated a class action lawsuit that had previously been dismissed...more

BCLP

When appealing a contempt order will be an abuse of process

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Our insight into a recent judgment of the Court of Appeal: the judgment provides valuable analysis from the Court of Appeal as to the legal principles and the policy considerations around what constitutes an abuse of process...more

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