Litigation developments: fundamental shareholder rights.
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The attractiveness of the United Kingdom as a business location is unabated. There are many advantages to doing business in the UK. Investors can draw on a skilled workforce and access a large market; costs of labour and...more
Following a recent Court of Appeal decision, investors, portfolio companies and their advisers should be aware that English courts may, on occasion, adopt seemingly strained interpretations of ambiguous or unclear contract...more
In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to...more
Welcome to the Corporate Briefing, where we review the latest developments in corporate law that you need to know about. In this month’s issue, we discuss...more
It is an old rule of English law that the only person who can sue for a wrong done to a company is the company itself. Related to that rule is the principle that an individual shareholder cannot bring a personal claim for a...more
A corporation's purpose, the role and makeup of its board of directors, shareholder rights and disclosures, and measuring executive performance are globally recognized as critical factors in corporate governance. How can a...more
On 28 June 2021, the English High Court handed down a judgment declining to sanction a restructuring plan proposed by Hurricane Energy PLC, which sought to cram down the dissenting class of shareholders and hand over the...more
1. New EU and UK disclosure requirements - The new disclosure requirements for investment managers and advisers with respect to their environmental, social and corporate governance (ESG) policies will apply in the European...more
On 20 May 2020, the U.K. government published the Corporate Insolvency and Governance Bill (the bill), which includes measures designed to help businesses through the COVID-19 pandemic and features important substantive...more
U.K. public companies preparing for this year’s annual general meeting (AGM) season are facing a number of unprecedented challenges caused by the COVID-19 pandemic, as they seek to comply with their legal obligations while...more
Welcome to the 2020 edition of In Principle. With the United Kingdom (UK) leaving the European Union (EU) on31 January 2020, and moving into a transition period which will last until 31 December 2020, Brexit of courselooms...more
The regulatory regime and disclosure requirements for listed companies in the UK will continue to evolve in 2020. Issuers and their advisers should be aware of the key legal developments that will occur during this year,...more
On 24 October 2019, the Financial Reporting Council (the "FRC"), the regulatory body for auditors, accountants and actuaries, published the UK Stewardship Code 2020 (the "Code"). In its press release, the FRC states that the...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the first half of 2019 and their impact on M&A transactions. This review looks at these...more
The U.K. Financial Conduct Authority has published a consultation on proposed changes to its Decision Making and Penalties Manual and Enforcement Guide to incorporate its new responsibility for regulation of proxy advisors....more
Five years ago, in the spring of 2014, Deferred Prosecution Agreements ('DPAs') were first introduced in the UK through the Crime and Courts Act 2013 ('CCA').1 Since then, the Serious Fraud Office ('SFO') has concluded four...more
Two UK regulatory bodies are currently consulting on rules relating institutional shareholders’ engagement with and stewardship of their investee companies. The Financial Conduct Authority (“FCA”) consultation paper relates...more
Investors in the water industry in the UK are well advised to consider if their shareholding structure affords them appropriate investment treaty protection and access to investment arbitration in the event of possible...more
A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates. ...more
The recent Privy Council decision in Staray Capital Ltd v Cha [2017] UKPC 43 confirmed that a company's constitution can be validly amended in a manner which is intended to adversely affect a minority shareholder, including...more