Latham.London

Recap on Reforming the UK Capital Markets

Posted in Finance and Capital Markets

A reminder of the ongoing reforms to implement recommendations from the Lord Hill and Kalifa Reviews.

By James Inness, Anna Ngo, and Johannes Poon

The outcome of the UK Secondary Capital Raising Review, launched on 12 October 2021 to improve further capital raising processes for UK publicly traded companies, was published by HM Treasury on 19 July 2022. (For further details, please see this Latham blog post).

Below is a recap on the other key developments on reforming the UK capital markets following the Lord Hill and Kalifa Reviews. Continue Reading

Major Reforms to UK Secondary Capital Raising Processes

Posted in Finance and Capital Markets

The landmark UK Secondary Capital Raising Review Report takes a holistic approach in making bold and comprehensive recommendations to improve the UK secondary capital raising processes and ecosystem.

By James Inness, Anna Ngo, Ryan Benedict, and Johannes Poon

On 19 July 2022, HM Treasury published the UK Secondary Capital Raising Review Report (the Report) that sets out a series of recommendations to improve further capital raising processes for publicly listed companies in the UK. Continue Reading

Bridging the Gap Between Infrastructure and PE Requires a Fresh Approach to Deal Terms

Posted in M&A and Private Equity

PE firms seeking to attract a broader range of bidders to portfolio company sales should assess the changing needs of infra-investors.

By Tom D. Evans, John Guccione, Brendan Moylan, David J. Walker, George Venables, and Catherine Campbell

As the boundaries of what constitutes “infrastructure” assets have blurred in recent years, PE firms are more frequently encountering specialist infrastructure investors in transactions beyond asset classes traditionally viewed as “core” infrastructure, such as utilities and roads. This growing trend is evident in Antin Infrastructure’s successful sale of medical diagnostics business Amedes Group to buyers including OMERS Infrastructure and a consortium of investors, as well as Arcus Infrastructure Partners’ acquisition of crates and pallets business HB Returnable Transport Solutions. With certain infra-investors now branding themselves as “private equity infrastructure” and multiple PE houses seeking or raising infrastructure funds, these crossover deals are likely to attract attention from both PE firms and infrastructure investors for some time. Continue Reading

Direct Lending Goes Large

Posted in M&A and Private Equity

PE deal teams can increasingly access direct lending for large, cross-border buyouts but regulatory and structuring challenges across jurisdictions remain.

By Marcello Bragliani, Tom D. Evans, Michel Houdayer, Joseph Kimberling, David J. Walker, Thomas Weitkamp, Antonina Semyachkova, Catherine Campbell, and Yien Ee

Direct lending has long been a feature of the debt market, and has recently taken market share on predominantly small- to medium-cap deals. However, as syndicated debt markets remain dislocated, direct lenders are stepping up on a growing range of European PE transactions, such as The Access Group’s c.£3.2 billion refinancing, one of the largest unitranche deals in Europe to date. Continue Reading

PE Firms Poised for Diversity Drive

Posted in M&A and Private Equity

Sponsors and dealmakers can satisfy investor demand for greater diversity and leverage opportunities for fund innovation.

By Tom D. Evans, Kem Ihenacho, David J. Walker, Clare Scott, Jennifer Cadet, Anne Mainwaring, and Catherine Campbell

Diversity has become a key focus for every industry in recent years, and private equity, like many other parts of the financial sector, still has significant progress to make in terms of diversity and inclusion. Private equity lags behind others in the financial services industry across a range of diversity metrics — according to a report published by EY in December 2021, just 10% of private equity roles are held by women. Continue Reading

Six Sanctions Questions for PE to Scrutinise

Posted in M&A and Private Equity

The key issues PE deal teams are facing amidst rapidly changing global sanctions and guidance.

By Les Carnegie, Charles Claypoole, Tom D. Evans, David J. Walker, Ruchi Gill, Alli Hugi, Thomas Lane, and Catherine Campbell

Russia’s recent invasion of Ukraine has created new headwinds for PE firms, as a matrix of sanctions and export controls pose legal challenges for portfolio companies and transaction targets. With sanctions regimes getting ever more complex and such complexity unlikely to reduce any time soon, deal planning and execution requires expert legal counsel and skilful navigation. Continue Reading

FCA Proposes to Unify the Listing Regime for Commercial Companies Under a Single Listing Segment

Posted in Finance and Capital Markets

The regulator continues its Primary Markets Effectiveness Review to promote the competitiveness of a UK listing.

By Chris Horton, James Inness, Anna Ngo, and Johannes Poon

On 26 May 2022, the FCA published a discussion paper (DP22/2) to seek further views on how to make the UK listing regime more effective, easier to understand, and more competitive. This paper contains suggested reforms from the FCA to elicit feedback, rather than a formal consultation on proposed rule changes. Continue Reading

Law Commission Proposes Reforms to Corporate Criminal Liability in the UK

Posted in Litigation

The proposal outlines 10 possible ways to strengthen corporate liability by both criminal and civil law reforms.

By Stuart Alford QC, Clare Nida, and Mair Williams

On 10 June 2022 the Law Commission published an eagerly anticipated set of proposals (the Options Paper) to overhaul criminal law as it applies to companies in the UK (see the summary here and full text here). The Law Commission is an independent commission created by Parliament to keep UK law under review and to recommend reforms. While the Options Paper holds back from making recommendations, it outlines 10 possible ways to strengthen corporate liability by both criminal and civil law reforms. Continue Reading

UK Court: Procedural Failures Not Fatal to Service Out of Jurisdiction

Posted in Dispute Resolution, Litigation

Procedural omissions for service out of the jurisdiction will not impact issuance of a claim for the purposes of limitation.

By Robert Price and Duncan Graves

In Chelfat v. Hutchinson 3G UK Limited [2022] EWCA Civ 455, the UK Court of Appeal recently determined the effect of a procedural failure in relation to service of a claim outside of the jurisdiction without permission, including whether such failure entitled the court to refuse to issue a claim form, and the consequences for potential limitation defences.

Service out of the jurisdiction without permission is increasingly prevalent in practice following amendments to the Civil Procedure Rules (CPR) post-Brexit on 6 April 2021 to allow such service when the underlying contract has an English jurisdiction clause. If the court’s permission is not required for service out of the jurisdiction, as set out under CPR 6.32 (Northern Ireland or Scotland) and 6.33 (outside of the UK), CPR 6.34(1) provides that a party must file and serve with the claim form a notice containing a statement of the grounds on which the claimant is entitled to serve the claim form out of the jurisdiction. Practice Direction 6, paragraph 2.1 provides that the notice should be on Practice Form N510 (Form N510). CPR 6.34(2) sets out that unless the claimant has filed the claim form with a copy of Form N510, the claim form cannot be served without permission from the court.

The decision in Chelfat clarifies that failure to comply with the procedural requirements for service out of the jurisdiction should not prevent the claim form from being issued. As a result, failure to file Form N510 will not displace the general rule that time ceases to run for the purposes of a limitation period upon the issue of the claim form. Continue Reading

National Security & Investment Act: Cold Comfort for Officeholders

Posted in Restructuring

Insolvency officeholders may need clearance upon appointment to entity in an affected sector.

The National Security & Investment Act (NSI Act) came into force in early January, and market participants might reasonably have expected a common approach to the practice of mandatory and voluntary notifications to have bedded down by now. However, due to the breadth of the provisions, the lack of clarity in their application to ordinary course secured financing transactions, and the ramifications for a transaction of failing to notify, significant concerns remain in the market that transaction timetables and enforcement strategies will be adversely affected in situations in which there may be little obvious threat to national security. Continue Reading

LexBlog