New Handbooks Will Clarify Market Abuse Regulation Policies in Italy

Posted in Finance and Capital Markets, Uncategorized

By Isabella Porchia

The Italian Securities Commission (CONSOB) has approved two handbooks, “Management of Inside Information” and “Investment Reccomendations,” which offer guidelines under Market Abuse Regulation no. 596/2014 (MAR) and delegated acts. These publications have implications for a range of market participants, including companies with listed equity and debt securities on both Italian regulated markets and multilateral trading facilities, as well as financial analysts and financial institutions acting as dealer managers and underwriters. In particular, the long-awaited handbooks clarify issues that certain provisions of MAR had raised while offering guidance on MAR’s full implementation.

The handbook on management of inside information provides guidelines for creating and implementing internal procedures involving inside information. In addition, the handbook imparts recommendations for developing and maintaining the insider register, as well as for complying with MAR’s disclosure requirements. Continue Reading

3 Changes to the EU Trade Mark Regime: What Applicants Need to Know

Posted in EU and Competition

By Deborah Kirk

Changes to the Regulation on the EU Trade Mark came into effect on 1 October, 2017 that alter the process of registering trade marks. These changes aim to harmonize trade mark practices across the European Union while increasing legal certainty and clarity for trade mark applicants. In particular, applicants should note three key changes that may provide them greater ease and flexibility, among other potential benefits.

  1. Graphical representation in applications for trade marks are no longer required. Applicants can now choose the best way to represent the goods and services that they are applying to trade mark. This change aims to:
    – Simplify the application process for trade mark users
    – Reduce the number of rejected trade mark applications
    – Facilitate the registration of unusual marks, such as sounds and smells
  2. A certification mark is now available at the EU level. Previously, certification marks existed only at the national level. The EU-certification mark certifies specific characteristics of goods and services and indicates compliance with the applicable regulation standards. The introduction of the EU-certification mark provides an additional option for trade mark applicants. For more details, please see “New EU-Certification Mark Added to IP Armory
  3. Several new procedural rules apply to applicants. In particular, applicants should be aware that they:

Continue Reading

Individual Accountability for PE Executives Continues to Increase Under Legal and Regulatory Changes

Posted in M&A and Private Equity

By Simon Baskerville, David Berman, Farah O’Brien and Alex Hewett

Corporate accountability has been a key focus for UK legislators and regulators since the credit crisis, as authorities have taken action against corporate failings. In our view, this focus is evolving to emphasise individual accountability. Developments enacted by the Small Business, Enterprise and Employment Act (SBEE) and forthcoming changes to the Senior Managers and Certification Regime (SMCR) both seek to hold individuals to account, increasing the level of personal risk for PE executives.

New Dynamics to Encourage and Incentivise Claims Against Directors of Insolvent Companies

Changes enacted by the SBEE are expected to increase the likelihood of claims against PE executives sitting on portfolio company boards. While government has not sought to change the law on directors’ duties, it has responded to criticism for not formally holding more directors to account, by lowering barriers to individual enforcement action. Liquidators and administrators can now sell claims against directors to any person, including claims for fraudulent and wrongful trading, transactions at an undervalue, and preferences. Continue Reading

China Encourages Green Finance to Meet Clean Development Goals

Posted in Environment

By Paul Davies and Andrew Westgate

On 18 October 2017, the 19th National Congress of the Chinese Communist Party will convene, after the week-long National Day holiday, marking one of the most important dates on the Chinese political calendar. Among the issues that National Congress members will surely discuss, is the importance of implementing strategies to further China’s green development. A crucial aspect of this discussion will be determining how funding can be channelled towards clean development.

China has achieved unprecedented economic growth over the last four decades, and is predicted to become the world’s largest economy before 2030, overtaking the United States. A by-product of this success however, has been severe damage to China’s ecology and environment, which the country is already taking action to address. Continue Reading

New EU-Certification Mark Added to IP Armory

Posted in EU and Competition

By Deborah Kirk

European Union (EU) trademark law is currently undergoing significant reform, with the most recent change of particular relevance to certification mark holders or to those interested in applying for certification marks.

The EU-certification mark, introduced on 1 October 2017, widens the categories of trade mark protections that are available at the EU-level. The new mark adds to the collective trade mark and the individual trade mark that were already available at EU-level.

The new mark acts as a badge of quality for consumers; the proprietor of the mark is responsible for certifying that the goods and services applied for comply with the applicable regulatory standards. Continue Reading

Pensions Hazard for PE Buyers on Carve-Out Deals

Posted in Uncategorized

By Catherine Drinnan and Shaun Thompson

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Corporate carve-outs have become increasingly popular in recent years, as buyout firms scour the market for primary deals. In an environment in which the UK Pensions Regulator (the Regulator) is becoming more active, in our view, private equity buyers must better understand the issues and risks associated with seller groups’ defined benefit pension plans (DB plans) on carve-out deals.

Increased Scrutiny From an Active Pensions Regulator

The Regulator is increasingly likely to intervene in transactions, as demonstrated by its response to the collapse of UK high street retailer BHS. The Regulator’s threat to exercise its powers resulted in a £363 million payment to address BHS’ pension deficit. The Regulator is seeking to use its powers more often, and PE buyers must consider this changing environment, particularly on carve-out deals. Continue Reading

When Can an Order Requiring Payment Stifle an Appeal?

Posted in Dispute Resolution

By Daniel Harrison

Recent UK Supreme Court decision could have far-reaching consequences for appeals

In a split decision, the Supreme Court recently considered whether an order requiring an appellant to pay money (that the appellant does not have) into court to continue an appeal “stifles” the appeal and whether the order should be overturned. The Supreme Court stated that such an order may be justified when the appellant company has established (on the balance of probabilities) that no such funds would (not could) be made available to the company, whether by the appellant’s owner or by some other closely associated person, as would enable the appellant to satisfy the requested condition.

Goldtrail Travel Ltd (in liquidation) v Onur Air Tasimacilik: the Case and Judgment

The Turkish airline appellant Onur was granted permission to appeal to the Court of Appeal on the condition that Onur pay into court £3.64 million that the High Court judge had awarded the respondent Goldrail by way of damages. Onur subsequently applied to the Court of Appeal for an order that the condition for payment into court be discharged on the ground that Onur could not comply with the condition, and that the effect of dismissing Onur’s appeal by reference to the condition would be to stifle its appeal. Continue Reading

European Parliament: Substances of Concern in the Circular Economy Are Difficult to Address

Posted in Environment

By Paul Davies and Michael Green

A new European Parliament briefing highlights the benefits of, and difficulties associated with, transitioning the chemicals industry to a circular economy.

The traditional economy typically involves purchasing and using a product, and then disposing that product when it no longer has utility (i.e. the “take-make-dispose” approach to resources). Conversely, a circular economy seeks to extend the life cycle of products by aiming to both extract and retain the maximum value of their component materials.

A greater emphasis on product re-use and mechanical recycling in the chemicals industry requires developing new solutions and manufacturing products intentionally designed for re-use. This presents a growth opportunity and a new source of competitiveness for European operators compared with raw material-rich regions, whilst providing the more obvious benefits of preserving increasingly scarce resources and injecting renewed value into waste products. Continue Reading

Economic Nationalism Set to Impact M&A Transaction Approvals Across Europe

Posted in M&A and Private Equity

By Jonathan Parker, Jana Dammann and Doug Abernethy

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Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies in the name of national security. PE deal teams have previously focused on existing national security review regimes, including the Committee on Foreign Investment in the US (CFIUS) and ministerial clearance under the French Monetary and Financial Code. Now legislative changes in Germany, proposed changes and heightened government interest in the UK, and recent statements from the European Commission (EC), indicate a more interventionist approach to acquisitions. Continue Reading

Early Partial Exits Pose Opportunities and Challenges for Private Equity

Posted in M&A and Private Equity

By Thomas Tharakan

The exit environment recently ranked as the second greatest challenge facing global PE fund managers, according to Preqin’s H1 2017 Outlook report. As buyout firms weigh an uncertain exit outlook, they are increasingly seeking to de-risk early by selling minority stakes in portfolio investments to preferred LPs. Partial exits to LPs have become more common in both Europe and the US, accounting for 24% of all partial exits this year, according to PitchBook.

Why Are Early Partial Exits Popular?

Such deals allow buyout firms to lock in a return, while also sharing in future appreciation of an asset which is expected to continue to perform well. In recent years LPs have sought to ramp up their investment management capabilities, seeking new ways to deploy larger amounts of capital by acquiring a minority stake and taking a more active role in managing an investment alongside a PE sponsor. The investment provides the LP with an early look at an asset that is likely to be on sale in the near future, as well as assisting to cement the relationship between the buyout firm and the LP.

How to Achieve a Successful Early Partial Exit Continue Reading