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CONSOB Extends Reporting Requirements for Italian-Listed Issuers by 3 Months

Posted in EU and Competition, Finance and Capital Markets

More stringent reporting obligations regarding relevant shareholdings and investment objectives for Italian-listed issuers will continue until 13 April 2021.

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

On 13 January 2021, the Italian Securities Commission (CONSOB) adopted Resolution 21672 (the Resolution), further extending for three months the more stringent reporting requirements for relevant shareholdings and investment objectives in certain Italian-listed issuers with high current market value and/or spread ownership structure. The more stringent reporting requirements will now end on 13 April 2021. The Resolution extends the provisions of 9 April 2020, which were later extended until 13 January 2021
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What Rules Will Apply to Jurisdiction and the Enforcement of Judgments After Brexit? Part Four

Posted in Brexit, Dispute Resolution

The EU-UK Trade and Cooperation Agreement has now been agreed. So what rules will apply to jurisdiction and foreign judgments in the UK from 1 January 2021?

By Oliver Browne and Tom Watret

Introduction

It has been a long time in the making, but the UK and EU have finally reached an agreement (the EU-UK Trade and Cooperation Agreement) on their future relationship after the end of the Brexit transition period, which expires today, 31 December 2020.[i]

It has been known since the referendum result on 23 June 2016 that the rules applicable to jurisdiction and enforcement of judgments would change after Brexit, since the regime that currently applies — the Brussels Recast Regulation 1215/2012 (Brussels Recast) — is only available to EU Member States.

In previous posts in this series, we explained the different rules which could apply to jurisdiction and enforcement of foreign judgments in the UK from 1 January 2021, covering the Lugano Convention 2007 (here), the Hague Convention 2005 (here), and the UK’s common law rules (here), in both “deal” and “no deal” situations.

Now that we have a deal, this post provides an overview of the applicable rules. Continue Reading

Don’t Waive Privilege Goodbye: High Court Finds Reliance On Legal Communications Constitutes Waiver Of Privilege

Posted in Dispute Resolution

Litigants should take particular care when drafting witness statements to avoid waiving privilege.

By Dan Smith and Aisling Billington

In Guest Supplies Intl Limited v South Place Hotel Limited, D&D London Limited[i], the UK High Court held that a reference in a witness statement to communications with a legal adviser regarding a key contractual document constituted waiver of legal professional privilege in any relevant communications with that legal adviser. Continue Reading

The Rise of Growth Equity — Connecting PE and VC

Posted in M&A and Private Equity

As private equity targets emerging companies, PE investors are expanding VC deal terms and dynamics.

By Mike Turner, Shing Lo, Tom Evans, Robbie McLaren, Farah O’Brien, David WalkerJon Fox, Katie Peek, and Catherine Campbell

Emerging companies have historically been backed by venture capital funds, but as Europe’s startup scene matures, involvement by more traditional private equity investors is growing, particularly in the tech, consumer, and digital health sectors. The number of PE investments in emerging companies has increased year on year, with investments in companies such as Wolt, Moonbug Entertainment, Zwift, Klarna, Epic Games, and Oatly demonstrating the range of opportunities available to PE sponsors in this space. While PE investors are increasingly familiar with VC deal dynamics, they are also pushing to align growth-deal terms more closely with traditional buyout concepts. Continue Reading

CMA Clamps Down on Deals — Navigating the UK’s Increasingly Interventionist Merger Control Regime

Posted in M&A and Private Equity

The CMA’s efforts to make dynamic, forward-looking assessments of parties’ overlaps will only increase post-Brexit.

By John Colahan, Tom Evans, David Little, Jonathan ParkerDavid WalkerGreg Bonné, Anuj Ghai, and Catherine Campbell

Dealmakers must be alert to the increasingly interventionist approach of the UK’s Competition and Markets Authority (CMA), including on transactions with a limited nexus to the UK. Until now, the European Commission has acted as a “one-stop shop” for large-cap transactions. But the end of the Brexit transition period means that from the start of 2021, acquirers may face parallel EU and UK investigations — with the effect that the CMA will play a more prominent role in reviewing global deals. Continue Reading

Securing a Successful SPAC Sale — What PE Firms Need to Know

Posted in M&A and Private Equity

The recent rise to prominence of SPACs provides private equity portfolio companies an alternative method for stock exchange listing and access to the capital markets.

By Neil Campbell, Tom Evans, Paul Kukish, Ryan Maierson, David Walker, Suneel Basson-Bhatoa, and Catherine Campbell

Special purpose acquisition companies (SPACs) have emerged, somewhat unexpectedly, as the hottest market trend in the US this year, allowing SPAC sponsors to launch shell companies with the goal of taking private companies public via merger. SPACs are rare in Europe due to regulatory constraints — a SPAC acquisition is a deemed reverse takeover, likely to result in the SPAC’s shares being suspended and/or cancelled, with the enlarged group only readmitted following publication of a prospectus. Continue Reading

Court of Appeal Rules That “Judgments on Judgments” Are Not Registrable for Enforcement Under the Administration of Justice Act 1920

Posted in Dispute Resolution

The Court found that the Administration of Justice Act 1920 should be interpreted purposively rather than literally.

By Oliver E. Browne and Callum Rodgers

The English Court of Appeal has considered for the first time whether the Administration of Justice Act 1920 should be interpreted as permitting the registration of a Commonwealth State judgment in England and Wales, which was itself a judgment enforcing an original judgment given by the courts of a third State. Continue Reading

High Court Strikes Out “Largest White Elephant in the History of Group Actions”

Posted in Dispute Resolution, Environment

A class action by 202,600 claimants arising from the collapse of the Fundão dam in Brazil was struck out as abuse of process.

By Sophie Lamb QC, Oliver Middleton, and Tom Watret

Background

In Município De Mariana & Ors v. BHP Group Plc & Anor (Rev 1),[1] the largest group action in English legal history (by number of claimants) was struck out as an abuse of process by Turner J in the High Court. The case is the latest in a series brought by groups of overseas claimants against the UK-listed parent company of a large multinational in respect of alleged misconduct by a subsidiary in a foreign jurisdiction.[2] The uptick in these large international class actions is likely to continue given the ever-increasing focus on environmental, social, and governance (ESG) fundamentals.

The Court’s decision in this case illustrates some of the important practical implications of attempting class action litigation of this scale and complexity, and highlights the importance of taking prompt remediation steps at a local level following major incidents. Where that includes establishing comprehensive compensation schemes, the decision makes clear that the English courts will be reluctant to allow litigation to proceed in England if such action would cut across the local remediation scheme, particularly if the claimants are entitled to and may already have obtained compensation through a local scheme or local litigation. Continue Reading

IP in the UK After Brexit: What Does It Mean for UK Business and Trading With the EU?

Posted in Brexit

Owners of registered IP rights and pending IP applications in the EU‎ should carefully consider the complexities of the incoming regime.

By Deborah J. Kirk and Terese Saplys

On 28 September 2020, the UK government made the Intellectual Property (Amendment etc.) (EU Exit) Regulations 2020 (IP Regulations 2020), which amend the intellectual property (IP) regime in the UK to reflect Brexit-related changes once the transition period ends. The IP Regulations 2020 overlap somewhat complexly with existing UK and EU IP rights. In particular, exhaustion of rights principles seem to have fallen into a lacuna and as a result parallel importation from the UK into the EU may be significantly impacted. Owners of existing registered IP rights and pending IP applications under EU law should carefully consider the incoming legislation to inform their ongoing business operations. Continue Reading

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