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Category Archives: Commercial

Commercial – including technology, outsourcing, intellectual property

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So Say We All? Scope and Risks of Informal Shareholder Consent Clarified

A recent Privy Council decision examines the extent to which formal shareholder resolutions may be bypassed by relying on the Duomatic principle. By Daniel Smith and Alanna Andrew The ability for shareholders to pass resolutions — or assent to a course of action — quickly and informally is a potentially useful tool at any time, … Continue Reading

CMA COVID-19 Update: Recent Measures to Protect Consumers

The CMA’s efforts include investigations into the package holiday and hand sanitizer industries. By John D. Colahan and Anuj Ghai CMA announces package holiday sector investigation On 10 July, the CMA announced that it was investigating suspected breaches of consumer protection law in the package holiday sector. The investigation was launched on the back of … Continue Reading

Court of Appeal Excuses Non-Payment Arising From Secondary Sanctions Concerns

The Court of Appeal decision, which considered standard form wording and the “mandatory” nature of US sanctions laws, upholds a High Court ruling exempting a borrower’s non-payment of interest, albeit on different grounds. By Charles Claypoole, Nell Perks, Robert Price and Thomas Lane In the recent case of Lamesa Investments Limited v. Cynergy Bank Limited … Continue Reading

High Court Issues Lengthy Director Disqualification Order for Contributing to a Competition Law Infringement

The judgment has important implications for the competition law compliance responsibilities of company directors. John Colahan and Peter Citron On 3 July 2020, the High Court disqualified[1] Michael Martin from acting as a director for seven years. The court found that Mr Martin had contributed to a breach of competition law by his former company, … Continue Reading

English Commercial Court: Foreign Judgment Did Not Establish Issue Estoppel

Parties may struggle to establish issue estoppel based on a foreign judgment, even when they agreed exclusive jurisdiction of English courts. By Oliver Browne, Yasmina Vaziri, and Tom Watret MAD Atelier International BV v. Manès [2020] EWHC 1014 (Comm) considers key aspects of the law of issue estoppel and abuse of process in relation to … Continue Reading

CMA Launches Online Service for Reporting COVID-19-Related Unfair Commercial Practices

The new service encourages UK consumers to report exploitative sales and pricing practices. By John D. Colahan and Anuj Ghai On 4 April 2020, the Competition and Markets Authority (CMA) launched an online service called “Report a business behaving unfairly during the Coronavirus (COVID-19) outbreak” (the Online Service) to allow businesses and consumers to report … Continue Reading

Green Shoots for the Commercialisation of Cannabis-Based Medicinal Products in the UK?

By Frances Stocks Allen and Oliver Mobasser Recent legal and regulatory developments pave the way for an increased commercialisation opportunity in cannabis-based medicines, but complex rules require careful navigation. The National Institute for Health and Care Excellence (NICE) recommended the reimbursement of two plant-derived cannabis products for the first time on 10 November 2019. This … Continue Reading

UK Supreme Court Upholds First Successful Claim for Breach of Quincecare Duty

In a leading case, the Court examined the extent of the duty of care that a bank owes to its customers when executing their orders. By Andrea Monks and Nell Perks On 30 October 2019, the UK Supreme Court dismissed Daiwa’s appeal in the case of Singularis Holdings Ltd (In Official Liquidation) v Daiwa Capital … Continue Reading

A New Global Regime for Cross-Border Enforcement of Civil and Commercial Judgments

The 2019 Convention on the Recognition and Enforcement of Foreign Judgments in Civil or Commercial Matters offers certainty in cross-border enforcement of judgments. By Robert Price and Isuru Devendra On 2 July 2019, the Hague Conference on Private International Law adopted the 2019 Convention on the Recognition and Enforcement of Foreign Judgments in Civil or … Continue Reading

What Investors Should Know About the Berlin Rent Cap

The Berlin government’s envisaged five-year rent cap on residential properties has caused significant uncertainty among investors in housing portfolios. By Constanze Kugler and Christian Thiele On 18 June 2019, the Berlin Senate published a position paper specifying details of an envisaged five-year rent cap on residential properties in the German capital. The cap would significantly … Continue Reading

Market Participants Welcome Clarity on German Real Estate Transfer Tax Reform

Federal Ministry of Finance publishes draft tax bill outlining new measures effective 1 January 2020. By Tobias Klass The Federal Ministry of Finance has released its first draft tax bill on the contemplated real estate transfer tax (RETT) reform, setting out the general framework to which market participants must conform. German political debate has focused … Continue Reading

FCJ Decision Updates Shareholders’ Resolution Requirement for Sale of GmbH Assets

While a shareholders’ resolution is still required, the FCJ left open the question of whether notarization of the resolution is necessary. By Christian Thiele and Otto von Gruben The German Federal Court of Justice (FCJ) decided on 8 January 2019 that Section 179a (1) of the German Stock Corporation Act (AktG) does not apply mutatis … Continue Reading

German Real Estate Sellers: Beware Rent Roll Risks

Sellers may be liable for damages if actual rent is lower than stated in the rent roll, despite contractual exclusion of liability for defects. By Christian Thiele and Patrick Braasch The Higher Regional Court of Cologne (HRC Cologne) has ruled that a property seller is liable for the difference between the rent shown in the … Continue Reading

German Federal Court Reinforces Informal Modifications of Property Purchase Agreements

Ruling finds that parties may make informal modifications without notarization after the conveyance has become binding. By Christian Thiele The German Federal Court recently ruled that parties may informally modify a property purchase agreement if the conveyance has become binding — thereby confirming prior case law. The Court further held that the parties may also … Continue Reading

English High Court Applies New “Range of Factors” Test to Defence of Illegality

New “range of factors” test suggests broad use in future civil matters and fairer, more nuanced outcomes. By Daniel Smith and Alanna Andrew The High Court has applied the new fact-sensitive “range of factors” test in Harb v Aziz[i] to determine whether a defendant to a civil claim can rely on the claimant’s wrongdoing to … Continue Reading

Bank of England Opens Up Access to Payment Schemes for FinTech Firms

By Andrew Moyle, Stuart Davis, Fiona Maclean, Christian McDermott and Charlotte Collins The Bank of England (BoE) announced on 19 July 2017 that it is extending direct access to its real-time gross settlement (RTGS) service to non-bank payment service providers (i.e., e-money institutions and payment service providers that do not have regulatory permissions to carry … Continue Reading

Mitigating Cybersecurity Risks

By Jennifer C. Archie, Gail Crawford, Andrew Moyle, Serrin A. Turner, and Brian Meenagh Hacking of organisations’ systems is becoming increasingly commonplace, even with advancements in security practices. To mitigate risk, a company must have an enterprise-level, cross-functional incident response plan that is rehearsed and practiced. In the event of an incident a company with … Continue Reading

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Welcome to Latham.London, our new blog. Drawing on our legal and commercial expertise, we will share our views and provide short updates on the most important local and international developments impacting key markets and industries.  To ensure you do not miss any of the information most relevant to your needs and interests please feel free to subscribe … Continue Reading
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