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Category Archives: Finance and Capital Markets

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Where Are We Now? Digital Health in the UK in 2021

In Lexology’s Getting the Deal Through: Digital Health 2021 (UK) Latham & Watkins considers the key regulatory and transactional issues faced by market players and practitioners. By Frances Stocks Allen, Oliver Mobasser, Sara Patel, Mihail Krepchev, and Robbie McLaren The UK has an active digital health market comprising both the private and public sectors. Venture … Continue Reading

End of Enhanced Reporting Requirements for Italian Listed Issuers

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 … Continue Reading

Private Bank Briefing – March 2021

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 … Continue Reading

Independent Review Provides Recommendations for Improving UK Listing Regime

The recommended reforms aim to make the UK’s listing regime more competitive while maintaining high standards of corporate governance, shareholder rights, and transparency. By Chris Horton, James Inness, and Anna Ngo A new independent review (the Review), led by Lord Hill, has been released that provides recommendations on how the UK can improve its listings … Continue Reading

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

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 … Continue Reading

Landmark Judgment Rules in Favour of Latham Client Rothesay Life Plc

Court of Appeal sets out correct approach to transfer of long-term Insurance. By Victoria Sander, Jon Holland, Alex Cox, and Duncan Graves Latham & Watkins has won an appeal on behalf of Rothesay Life Plc (Rothesay) in an unprecedented challenge to the High Court’s refusal to sanction the transfer of around 370,000 annuity policies in … Continue Reading

CONSOB Again Extends Reporting Requirements of Relevant Shareholdings in Certain Italian-Listed Issuers

The more stringent reporting obligations for certain Italian-listed issuers will continue until January 13, 2021. By Antonio Coletti, Isabella Porchia, Guido Bartolomei, and Marta Negro The Italian Securities Commission (CONSOB) has adopted Resolution 21525, extending for a period of three months — from October 13, 2020, to January 13, 2021 — the provisions of Resolutions … Continue Reading

Law no. 120/2020 Converting Simplification Decree Facilitates Capital Increases by Italian Companies

The Simplification Decree (Decreto Semplificazioni) follows and puts into effect the earlier attempt of the Italian cabinet to facilitate capital increases. By Antonio Coletti, Isabella Porchia, and Marta Negro Law no. 120/2020 converting Law Decree no. 76/2020 (Decreto Semplificazioni), which entered into force today (Law no. 120/2020), introduces certain measures (see Article 44) facilitating capital … Continue Reading

5 Considerations for European Retail and Consumer Product Companies Preparing for a High Yield Issuance

For the retail and consumer product sector, the high yield market will likely remain an attractive source of capital.   By Roberto L. Reyes Gaskin and Laurie Tomassian The retail and consumer products sector has been deeply impacted by the COVID-19 pandemic, both due to physical constraints on brick-and-mortar stores and supply chains, and acceleration of … Continue Reading

CONSOB Extends Reporting Requirements of Relevant Shareholdings in Certain Italian-listed Issuers

The more stringent reporting obligations for certain Italian listed issuers will continue until October 12, 2020. By Antonio Coletti, Isabella Porchia, and Marta Negro The Italian Securities Commission (CONSOB) has adopted Resolution 21434, extending for a period of three months — from July 12, 2020, to October 12, 2020 — the provisions of Resolutions 21326 … Continue Reading

For Fear of Learning an Inconvenient Truth: Third-Party Liability in Fraudulent Trading

Parties within a chain of transactions may face liability for dishonesty and assistance, even if they do not have actual knowledge of fraud. By Stuart Alford QC and Yasmina Vaziri The recent judgment in Bilta (UK) Limited (in liquidation) & ors v. NatWest Markets plc & Anor [2020] EWHC 546 (Ch) provides a timely illustration … Continue Reading

Annual General Meetings: We’ll Meet Again, Don’t Know Where, Don’t Know When

BEIS and FRC released further updates on how companies can hold meetings during the COVID-19 pandemic. By James Inness, Anna Ngo, and Connor Cahalane On 14 May 2020, the Department for Business, Energy & Industrial Strategy (BEIS) and the Financial Reporting Council (FRC) released a second Q&A in relation to proposed legislative measures to assist … Continue Reading

Italy Introduces Multiple Voting Shares for Listed Companies

The Recovery Decree allows Italian companies with equity listed on regulated markets to issue multiple voting shares to enhance competition with foreign countries and protect the Italian markets. By Antonio Coletti, Isabella Porchia, and Guido Bartolomei The Recovery Decree dated May 13, 2020, introduced the ability for Italian listed companies to issue multiple voting shares … Continue Reading

Italian Recovery Decree Facilitates Capital Increases by Italian Companies

The Recovery Decree aims to rapidly raise equity financing and counter liquidity shortage. By Antonio Coletti, Isabella Porchia, and Guido Bartolomei Law Decree, approved on 13 May 2020 (Recovery Decree) introduces provisions facilitating capital increases by Italian private and listed companies to rapidly raise equity financing and to counter liquidity shortage. In particular, article 45-bis … Continue Reading

Credit Insights – Delay or Disclose? Managing Default Risk From Qualified Audit Opinions in the COVID-19 Era

Boards of struggling companies (and their auditors) must navigate choppy waters in terms of finalising their audited accounts in the midst of a global downturn. By James Chesterman, Dominic Newcomb, Helena Potts, and David Cooper-Parry The global downturn triggered by the COVID-19 pandemic continues to pose challenges to significant swathes of the worldwide economy. Companies … Continue Reading

Italian Securities Exchange Commission Introduces Revised Liquidity Contracts Market Practice

The revised Market Practice reflects the remarks raised by ESMA after a public consultation process. By Antonio Coletti, Marco Bonasso, and Isabella Porchia Article 13 of MAR provides for an exemption from sanctions in case a transaction breaches the general prohibition of market manipulation for transactions carried out for legitimate reasons and in line with … Continue Reading

Italy Adopts Liquidity Decree to Support Italian Companies

The Liquidity Decree strengthens CONSOB’s powers to impose stricter reporting requirements of relevant shareholdings in Italian-listed issuers. By Antonio Coletti and Isabella Porchia The Italian government has adopted Law Decree n. 23/2020 (the Liquidity Decree), in force form 9 April 2020, providing urgent measures supporting access to liquidity and financings for Italian companies facing challenges during … Continue Reading

Credit Insights – Finding Liquidity Under Loan and Bond Documents

To raise new debt at a time of low liquidity, leveraged and other sub investment grade companies must navigate restrictions in loan and bond documents. By James Chesterman, Helena Potts, James P. Burnett, and Karan Chopra Many companies are seeking funding to survive the currently unquantifiable impact of COVID-19. This blog post will consider issues … Continue Reading

Changes to Reporting Requirements for Issuers in Light of COVID-19

UK regulators announce a further package of measures to ease the burden on issuers. By Chris Horton, James Inness, Rob Moulton, Koushik Prasad, Connor Cahalane, and Charlotte Collins In response to the COVID-19 pandemic, UK regulators have published further measures affecting issuers, to try to preserve the flow of information to investors and support the … Continue Reading

Italy Extends Disclosure Deadline for Intermediaries and Online Portals

CONSOB and Bank of Italy ease compliance obligations during COVID-19. By Antonio Coletti, Marco Bonasso, and Isabella Porchia The Italian Securities Commission (CONSOB) and the Bank of Italy have adopted a series of measures to grant intermediaries and online portal managers an extended deadline to comply with their disclosure obligations, and facilitated compliance activities by … Continue Reading

Credit Insights – What Borrowers and Lenders Should Know About MACs During COVID

Material adverse change provisions in credit agreements are under much heightened scrutiny in the current circumstances. By James Chesterman and Helena Potts In the current environment, both corporates and their lenders are trying to assess a fast-moving situation. Businesses are suspending operations, countries are limiting travel and non-essential activities, events are being cancelled and consumers … Continue Reading

CONSOB Imposes Stricter Reporting Requirements of Relevant Shareholdings in Certain Italian-listed Issuers

Italian regulator imposes more stringent reporting obligations for certain Italian-listed issuers. By Antonio Coletti and Isabella Porchia The Italian Securities Commission (CONSOB) has adopted Resolution 21304, imposing stricter reporting obligations of relevant shareholdings in Italian-listed issuers included in the Annex to the Resolution. The entry threshold of relevant shareholding to be reported, according to Italian … Continue Reading

UK Spring Budget 2020: Key Tax Changes

UK government unveils a raft of spending measures amid national and global uncertainty. By Karl Mah After a somewhat turbulent period that saw the cancellation of the Autumn 2019 Budget due to lingering Brexit uncertainty, the resignation of the former Chancellor of the Exchequer, and the outbreak of COVID-19, it was unsurprising that the UK … Continue Reading
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