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Category Archives: Finance and Capital Markets

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German Federal Court: Property Sellers Who Withhold Usage History Risk Liability

FCJ decision finds that mere suspicion of contamination resulting from a sold property’s past use constitutes a defect. By Patrick Braasch and Christian Thiele The German Federal Court of Justice (FCJ) has ruled that an abstract suspicion of contamination resulting from a sold property’s past use already constitutes a material defect — irrespective of the … Continue Reading

Nuclear Sector Deal — Financing New UK Nuclear Power Projects

By Beatrice Lo and Heeran Caselton The UK government recently published its Nuclear Sector Deal (Sector Deal) as part of the UK’s modern industrial strategy. Recognising the sector’s strategic importance in delivering future energy security, the Sector Deal reconfirmed the government’s commitment to upgrading the UK’s nuclear infrastructure and support for new build nuclear projects. … Continue Reading

FCA Supports Guidelines on the Open Banking Fall-Back Provisions Exemption

The FCA has outlined its approach to implementing key standards under the revised Payment Services Directive. By Christian McDermott, Stuart Davis, Brett Carr, and Charlotte Collins The FCA has published a statement on its website relating to the European Banking Authority’s (EBA’s) Opinion and draft Guidelines of 13 June 2018 on the Regulatory Technical Standards … Continue Reading

UK Financial Services Regulators Warn Firms About Risks of Exposure to Crypto-assets

Both the FCA and the PRA have written to firms to warn about certain risks associated with exposures to crypto-assets, and to advise firms of the measures they should consider implementing to mitigate such risks. By Stuart Davis and Charlotte Collins The FCA and the PRA have each written a “Dear CEO” letter to firms, … Continue Reading

MiFID II Research Unbundling 6 Months on – what are we seeing in the market?

The FCA has recently announced that it will begin a review of how firms have implemented the unbundling rules “within weeks”. By Beatrice Lo and Jonathan Ritson-Candler At its recent asset management conference, the FCA announced that it will imminently launch a review of how asset managers have implemented the new MiFID II obligation to … Continue Reading

Real Estate Transfer Tax: Putting an End to Share Deals?

The Conference of the German Ministers of Finance has announced measures against so-called share deal structures following the conclusion of the respective technical federal-state working group. By Tobias Klass Background So-called share deal structures have been the focus of German political debate about real estate transfer tax (RETT) for some time. The coalition agreement already … Continue Reading

New Listing Rules for Sovereign Controlled Companies … In 30 Seconds

The Financial Conduct Authority has published final rules creating a new category within its premium listing regime for companies controlled by a shareholder that is a sovereign country. By James Inness, Claire A. Keast-Butler, and Koushik K. Prasad From 1 July, 2018, an issuer with a sovereign state as its controlling shareholder will be eligible … Continue Reading

UK Fair and Effective Markets Review Progress Report — A One-Stop Shop

FEMR progress report commends the efforts of firms to drive higher market standards By Rob Moulton and Katy Sanders HM Treasury (HMT), Bank of England (BoE), and the Financial Conduct Authority (FCA) have issued a progress report in relation to the Fair and Effective Markets Review (FEMR). The progress report follows almost three years after … Continue Reading

Recent Developments in the German W&I Insurance Market

Increased competition among insurers and improved policy terms suggest the German W&I insurance market is becoming more favourable to investors. By Christian Thiele In real estate transactions, buyers and sellers naturally pursue conflicting interests when negotiating a sale and purchase agreement. On the one hand, sellers will strive to achieve the highest possible purchase price, … Continue Reading

FCA Sets Expectations for Robo-Advisers

Many auto advisers and automated discretionary investment managers risk poor outcomes for customers by falling short of FCA expectations. By Nicola Higgs and Brett Carr The Financial Conduct Authority (FCA) has issued a statement outlining its expectations of firms providing automated online discretionary investment management (ODIM) services and retail investment auto advisers (auto advisors). The … Continue Reading

Could Spotify’s Direct Listing Process Be Used In Europe?

By James Inness and Sean Meehan Latham & Watkins recently advised the largest global music streaming subscription service in the world, Spotify, on its successful New York Stock Exchange (NYSE) listing using a novel direct listing process. Spotify’s direct listing did not involve a primary or secondary offer. In addition, no underwriters were appointed, no … Continue Reading

Scheme of Arrangement: Lessons From Bibby Offshore to DTEK

By John Houghton and Marc Hecht Latham lawyers, John Houghton and Marc Hecht, discuss insights gained from Latham’s work on major schemes of arrangement over the past few years, including Bibby Offshore, PrivatBank, DTEK, and Avangardco. The Debtwire podcast covers many of the scheme considerations stakeholders face, with particular reference to DTEK’s hat-trick of schemes … Continue Reading

New Kid on the Block – New UK Payment System Operator Takes Over

The consolidation of UK payment system operators marks another big step in delivering on the New Payments Architecture. By Stuart Davis and Brett Carr What happened? Operational responsibility for the Bacs and Faster Payments systems, which process a combined £6.3 trillion worth of payments annually, has transferred to the New Payment System Operator (NPSO). The … Continue Reading

Cryptocurrencies and Prepaid Cards Face Closer AML Regulation in the EU

New EU anti-money laundering measures have been approved by European legislators. By Stuart Davis and Charlotte Collins The European Parliament and Council have finally signed off on the text of the fifth Anti-Money Laundering Directive (known as MLD5). Overview The new directive is of particular interest to the FinTech sector as, amongst other things, MLD5 … Continue Reading

Poised for Next Payments Boom

By Christian McDermott In recent years, PE firms have been paying to play in the payment processing sector. From Worldpay and Nets, to Bambora and Paysafe, payment processing companies have proven to be attractive investments for European PE. In our view, a wave of regulation in the FinTech sector will unleash further growth potential, and … Continue Reading

Leaving Germany? Cross-Border Migration of German Real Estate Companies

Cross-border migration of German real estate companies is generally possible, however its admissibility must be determined on a case-by-case basis. By Christian Thiele International real estate investors continue to favour German real estate, however, the same does not always apply to German real estate companies. International real estate investors, for instance, often find German capital … Continue Reading

Opening Up Access to UK Payment Schemes

Bank of England announces that, for the first time, a non-bank payment services provider has accessed the UK payments system directly. By Andrew Moyle, Stuart Davis, Charlotte Collins, and Brett Carr The Bank of England has announced that a regulated payment services provider (PSP) has become the first non-bank direct participant in the UK’s Faster … Continue Reading

High Court Decision in Norske Skog: Puh! (Norwegian for Phew!)

Ruling confirms majority noteholder should not be disenfranchised from voting By Simon J. Baskerville, Sophie J. Lamb QC, Bradley J. Weyland, and Eleanor M. Scogings The English High Court held that it had jurisdiction in a cross-border dispute involving the Norske Skog group (Norske Skog), and confirmed that a majority noteholder did not “control” the … Continue Reading

FCA Statement on Cryptocurrency Derivatives

FCA warns providers of cryptocurrency derivatives of their regulatory obligations. By Andrew Moyle, Stuart Davis and Charlotte Collins The UK Financial Conduct Authority (FCA) has issued a statement reminding businesses offering cryptocurrency derivatives of the requirement to be authorised. The FCA explains that, although cryptocurrencies are not themselves regulated in the UK, derivatives that reference … Continue Reading

First Use of ESMA Temporary Product Intervention Measures

ESMA to introduce measures to restrict the provision of CFDs, and prohibit the provision of binary options, to retail investors in the EU. By Nicola Higgs and Charlotte Collins The European Securities and Markets Authority (ESMA) has announced the first use of its new product intervention powers under MiFID II. ESMA had announced before MiFID … Continue Reading

UK Government’s First FinTech Sector Strategy Launched at the International Fintech Conference

The Strategy emphasises the UK government’s continued push to create a world-leading FinTech sector. By Stuart Davis, Charlotte Collins and Sam Wong At the second International Fintech Conference held on 22 March 2018, Philip Hammond, Chancellor of the Exchequer, announced the launch of the UK’s first Fintech Sector Strategy. The Strategy includes the following key … Continue Reading

Why Green Bond Issuers and Underwriters Should Not be Deterred by US Securities Law

By Aaron Franklin The United States has the deepest, most liquid capital markets in the world, attracting issuers from across the globe. To sell to US investors, these issuers must comply with US securities laws, entailing a more rigorous diligence and disclosure process. Issuers must weigh the benefits of increased demand against the additional costs, … Continue Reading

Swiss Regulator Publishes ICO Guidelines

Swiss regulator offers assistance in navigating the regulatory framework. By Andrew Moyle, Stuart Davis and Charlotte Collins The Swiss Financial Market Supervisory Authority (FINMA) has published a set of guidelines, setting out how it intends to apply its financial markets legislation in the context of initial coin offerings (ICOs). Despite the growing trend for ICOs … Continue Reading

Global Ambitions for the FCA’s Sandbox

The FCA seeks industry feedback to capitalise on global regulatory sandbox trend. By Stuart Davis and Charlotte Collins The regulatory sandbox was pioneered by the Financial Conduct Authority (FCA) back in November 2015 — a “safe space” in which businesses can test innovative products, services, business models, and delivery mechanisms without immediately incurring all the … Continue Reading
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