With so much focus on the regulatory treatment (and mistreatment) of blockchain related businesses, the benefits of commercial legal certainty for choosing a country or territory as a home of choice for these businesses is...more
On 22 January 2024, the Financial Reporting Council (FRC) published its much-anticipated revisions to the UK Corporate Governance Code (the Code) which was followed on 29 January 2024 by revised guidance on the Code. In this...more
The England and Wales Court of Appeal recently handed down its first judgment relating to a restructuring plan under Part 26A of the UK Companies Act 2006: Re AGPS Bondco Plc [2024] EWCA Civ 24. Restructuring plans were a...more
The Financial Services and Markets Act 2023 (Digital Securities Sandbox) Regulations 2023 came into force on Jan. 8, creating the U.K.'s first digital securities sandbox within which firms would be able to test new...more
After a laborious passage through the United Kingdom Parliament, the Economic Crime and Corporate Transparency Act (the Act) received Royal Assent on 26 October 2023. The Director of the UK Serious Fraud Office (SFO) hailed...more
Introduction - On July 24, 2023, the High Court dismissed ClientEarth's application for permission to bring a shareholder derivative claim against Shell's directors (the "Board") for breach of directors' duties under the...more
This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more
The Part 26A Restructuring Plan (“RP”) is a relatively new addition to the English insolvency regime; despite this, the flexibility it provides to both distressed companies and their creditors has made it an important and...more
The model articles (Model Articles) contained in the Companies Act 2006 (CA 2006) are automatically incorporated into the constitution of a company incorporated pursuant to the CA 2006 to the extent they are not excluded or...more
The restructuring plan has so far proven to be a powerful tool to facilitate restructurings of complex capital structures. Two recent cases provide further helpful guidance for advisers when formulating a restructuring plan...more
On 4 November 2022, the UK Pre-Emption Group (PEG) issued a new Statement of Principles on disapplying pre-emption rights and associated template resolutions. The Statement of Principles has been revised with immediate effect...more
Due to the recent challenging economic environment, the law’s treatment of creditors’ interests in a restructuring or insolvency has been a hot topic. From a creditor’s perspective, its objective will be straightforward: to...more
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
We’ve waited over half a year for it and it’s finally here but what does the second Economic Crime and Corporate Transparency Bill of 2022 (the “Bill”) mean for businesses in and outside the regulated sector? The Bill’s...more
On 19 July 2022, HM Treasury published a report containing recommendations from its UK Secondary Capital Raising Review (the “SCRR Review”) (the “SCRR Report”). The SCRR Review examined how post-IPO capital raisings by...more
As the UK teeters on the brink of what would appear to be an inevitable recession, new restructuring tools introduced in the UK in 2020 pursuant to the Corporate Insolvency & Governance Act 2020 (“CIGA”) will ensure that...more
The UK Part 26A restructuring plan was introduced in the UK over two years ago. It draws upon features of the well-tested scheme of arrangement, a court supervised procedure under Part 26 of the UK Companies Act 2006. Despite...more
On 12 January 2022, the English High Court granted Smile Telecoms Holdings Limited’s (“Smile” or the “Company”) application to convene a single meeting of plan creditors (the super senior creditors) to vote on the Company’s...more
Directors have significant ongoing duties towards the company they lead, including taking the changing factual landscape into account. This should include learning lessons from the recent disruption of global supply chains....more
A restructuring plan completed earlier this year by Smile Telecoms notches up a number of firsts. African telecommunications provider Smile Telecoms Holding Limited, incorporated in Mauritius, successfully completed a...more
The decision provides new judicial guidance for determining the boundaries of cross-class cram down tests. On 28 June 2021, the High Court declined to sanction a restructuring plan proposed by Hurricane Energy plc...more
It’s not news that the COVID-19 pandemic has exacerbated losses in sectors that are reliant on footfall − namely, the retail and leisure industry. Prior to the pandemic, the general weakness in the “bricks and mortar” retail...more
On 12 May 2021, Mr Justice Snowden sanctioned Virgin Active’s three inter-conditional restructuring plans under Part 26A of the Companies Act 2006. The case has been followed with significant interest in the restructuring...more
The Government has published its long-awaited White Paper on the reform of the UK’s audit, corporate reporting and corporate governance system including a package of measures aimed at improving the UK’s audit, corporate...more
Intra-group transactions are the subject of close scrutiny, particularly where the financial condition of the group is in question. Directors must carefully consider whether each proposed transaction would amount to a...more