Latham.London

UK Introduces New Global Anti-Corruption Sanctions Regime

Posted in Dispute Resolution

The regulations will enable the UK government to impose sanctions in response to serious corruption around the world.

By Charles Claypoole, Amaryllis Bernitsa, and Robert Price

On 26 April 2021, the United Kingdom implemented the Global Anti-Corruption Sanctions Regulations 2021 (the Regulations). The legislation sets out a new Global Anti-Corruption Sanctions Regime to combat serious corruption, pursuant to the Sanctions and Anti-Money Laundering Act 2018 (SAMLA).

The Regulations allow the UK government to designate as sanctions targets (i.e., the targets of asset-freeze sanctions and travel restrictions) persons who are or who have been involved in “serious corruption” around the world, defined as (i) “bribery” or (ii) “misappropriation of property”. These terms are defined broadly as follows:

  • Bribery includes both providing a financial or other advantage to a foreign public official and a foreign public official receiving a financial or other advantage.
  • Misappropriation of property includes if a foreign public official improperly diverts or allocates property (include anything of value, including contracts or licenses or concessions) entrusted to them in their official role (whether the property is intended to benefit them or a third person).

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What Rules Will Apply to Jurisdiction and the Enforcement of Judgments After Brexit? Part Five

Posted in Brexit, Dispute Resolution

Will the UK join the Lugano Convention 2007?

By Oliver Browne and Tom Watret

Introduction

Conflicting reports have emerged in recent days as to whether the EU will approve the UK’s application to join the Lugano Convention 2007, the UK’s preferred regime for governing jurisdiction and the enforcement of judgments with EU Member States after Brexit. This post briefly describes what the Lugano Convention 2007 is and why the UK wants to join it, and provides an update on the accession process.

Previous posts in this series consider the Lugano Convention 2007 in more detail (Part 1: here) and explain the rules that now apply to jurisdiction and enforcement of judgments in the UK following the end of the Brexit transition period on 31 December 2020 (Parts 2-4: here, here, and here). Continue Reading

VG Bild-Kunst: Practical implications of the CJEU’s latest decision on linking and framing

Posted in Brexit, Data Protection, EU and Competition

This recent CJEU decision raises a number of considerations for content rights holders and for those seeking to link to content online, across both the EU and the UK

By Deborah Kirk, Luke Vaz, and Amy Smyth

Under UK and European laws, the rights of copyright holders include the right to restrict or prohibit reproduction or communication of their original work. Broadly, this means that any such reproduction or communication of the content requires consent from the copyright holder.

In the digital age, it has become increasingly difficult to regulate for this right in practice, with internet users able to replicate and communicate works using a plethora of channels (for instance, re-posting social media content, framing and inline linking of visual and media content). The Court of Justice of the European Union (CJEU) and UK and EU member state national courts have grappled for a number of years with the particular question of whether hyperlinking constitutes communication of the underlying content that it links to (principally in the CJEU cases of Svensson (2014), GS Media (2016), and Filmspeler (2017), and the English courts TuneIn (2021) case) and whether therefore it could constitute an act of copyright infringement if the hyperlinking does not have the consent of the copyright owner.

In VG Bild-Kunst, the latest CJEU case on this topic, the court held that hyperlinking may constitute communication of the underlying content if the rights holder has implemented technical measures to restrict such linking and the linking circumvents those restrictions. The court also held that, for the purposes of restricting linking, a rights holder may impose contractual obligations on a licensee to implement technical measures to prevent such linking. The CJEU’s emphasis in this decision was on the need for effective technical measures to be implemented (or contractually required) to restrict linking, as evidence of the rights holder’s intention to limit its consent to the communication of its content.

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End of Enhanced Reporting Requirements for Italian Listed Issuers

Posted in EU and Competition, Finance and Capital Markets

Italian Securities Commission returns to ordinary reporting requirements for listed issuers.

By Antonio Coletti, Isabella Porchia, Guido Bartolomei, and Marta Negro

The Italian Securities Commission (CONSOB), by press release dated April 12, 2021, announced its decision to end the more stringent reporting requirements originally introduced on April 9, 2020, as a response to the impact of the COVID-19 pandemic on financial markets. While the more stringent requirements were renewed in three month increments, they will not be renewed after April 13, 2021. Starting April 14, investors will be required to comply with the pre-pandemic reporting requirements. Continue Reading

Private Bank Briefing – March 2021

Posted in Brexit, Finance and Capital Markets

By Rob Moulton, Nicola Higgs, Anne Mainwaring, Becky Critchley, and Anna Lewis-Martinez

The latest edition of our Private Bank Briefing provides a roundup of legal and compliance issues impacting private banks and their clients from Q1 2021.

In this edition, we cover some of the key regulatory announcements relating to MiFID II and the impact of COVID-19, the latest on Brexit, the FCA’s announcement on the dates for cessation of LIBOR benchmark settings, and the FCA’s guidance for firms on the fair treatment of vulnerable customers. We feature an update on the UK and EU’s sustainable finance agendas, and the FCA’s aims regarding diversity, as well as other key updates for private banks from the last three months.

We also include our regular features — TechTrends, Lessons from Enforcement, and Global Insights. This edition’s TechTrends provides a useful overview of the Woolard Review and the regulation of buy-now-pay-later products.

View the full briefing.

Previous editions of Private Bank Briefing are also available.

Remote Evidence in English Courts: Some Timely Reminders

Posted in Dispute Resolution

Parties seeking to rely on video-link evidence should plan ahead and, where necessary, obtain local and foreign court approval.

By Dan Smith

The COVID-19 pandemic has (albeit by necessity) ushered in a move towards remote justice. The vaccine rollout continues, and as lockdown restrictions begin to ease, English courts are now considering to what extent that move towards remote justice should continue. Most likely, remote hearings will continue in appropriate cases.

Against this background, the High Court has, in a number of recent decisions, provided some timely reminders for practitioners as to (i) proper arrangements for giving video-link evidence, and (ii) the need, in some cases, to obtain foreign court permission in respect of giving video-link evidence abroad. Continue Reading

Proposal for the Digital Services Act

Posted in Data Protection, Emerging Companies and Technology

The long-awaited update to the e-Commerce Directive proposes new obligations for online platforms and changes to the ‘safe harbours’ from liability for infringing content.

By Jean-Luc Juhan, Deborah J. Kirk, Elisabetta Righini, Thies Deike, Grace E. Erskine, Alain Traill, and Amy Smyth

On 15 December 2020, the European Commission released a set of long-awaited proposals to create a safer and fairer digital space, including the Digital Services Act (DSA) and the Digital Markets Act (DMA). The DSA would amend parts of Directive 2000/31/EC (the e-Commerce Directive) while maintaining its core principles, with the aim of addressing new risks that have emerged since the introduction of the e-Commerce Directive.

The DMA proposal targets providers of core platform services who are designated as gatekeepers, with the aim of ensuring that markets are contestable and fair in the digital sector across the EU. Both proposals will now need to go through the EU legislative process, which is likely to be protracted, and could lead to amendments to the draft legislation.

This briefing summarises the key international, European, and UK regulatory developments applicable to providers of digital platform services, which will form the basis for the significant changes expected to continue throughout 2021.

Rising Regulation Requires Agility from M&A Deal Teams

Posted in M&A and Private Equity

In the 2021 edition of IFLR’s M&A Report, Latham & Watkins considers key developments likely to impact M&A in 2021, and how dealmaking is likely to progress in light of these developments.

By Nick Cline, Robbie McLaren, Douglas Abernethy, Richard Butterwick, and Catherine Campbell

If 2020 was the year that COVID-19 precipitated extraordinary government intervention and regulation of our lives, 2021 looks set to be the year that regulatory interventions in M&A precipitate changes to the way that dealmakers approach transactions.

After a disrupted first half of 2020 and a respectable rebound later in the year, M&A market sentiment for 2021 is generally positive. Absent unanticipated shocks, factors including the resolution of Brexit, a new US administration, and the widespread rollout of COVID-19 vaccines bring expectations of a busy year ahead for deals.

As regulators and governments push to introduce or enhance a wide range of rules impacting investments in multiple sectors, dealmakers should expect that the hand of government will still be felt, even for businesses not traditionally viewed as ‘regulated’. Successfully executing an acquisition in 2021 will require skilful navigation of a complex and evolving legal and regulatory landscape — and deal teams must remain agile to successfully clear hurdles.

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PE Goes Gaming

Posted in M&A and Private Equity

Despite certain regulatory and challenges, PE buyers will likely see more investment opportunities in the gaming industry.

By Neil Campbell, Greg Roussel, Mike Turner, Adam Czernikiewicz, David Walker, Tom Evans, and Catherine Campbell

The global gaming market reached a valuation of US$135.8 billion in 2020, accounting for a staggering 53.3% of the digital media industry. Further, global video game revenue in 2020 jumped by 20% to US$179.7 billion, making the sector larger than the film and North American sports industries combined. Continue Reading

Exploring IPOs with Dual Class Shares — Emerging Possibilities for PE

Posted in M&A and Private Equity

Dual class share structures could help lure Europe’s best founder-driven businesses to the London market, but challenges remain.

By Sarah Axtell, Tad Freese, Chris Horton, Rick Kline, Anna Ngo, Koushik Prasad, David Walker, Tom Evans, and Catherine Campbell

Listing of dual class share structures, which give certain owners (usually founders, employees, and pre-IPO investors) enhanced voting rights over other public shareholders, are increasingly common in the US markets as a strong pipeline of founder-driven tech companies goes public. The UK has now seen several dual class share structures, including most recently the £5.4 billion IPO of The Hut Group, which had a “special” share for the founder. With the UK government keen to increase the marketability of UK listings following Brexit, we anticipate that US dual class deal architecture is likely to be featured on a growing number of London listings — a development that could benefit PE firms and founder managers seeking to retain a greater governance role post-IPO. Continue Reading

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