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Category Archives: Finance and Capital Markets

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English Court of Appeal Confirms Proper Test for Common Mistake Rectification

Objective test applies if a prior concluded contract exists, but subjective test applies if there is a continuing common intention. By George Schurr and Alex Cox In the recent case of FSHC Group Holdings Limited v. GLAS Trust Corporation Ltd [2019] EWCA Civ 1361, the English Court of Appeal held that for rectification to be … Continue Reading

Derivatives Market Reform – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, Charlotte Collins, and Christopher Sullivan. In the fifth post of this 10-blog series, we identify key milestones in the derivatives market for the year ahead. This is taken from our wider publication: 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in … Continue Reading

FCA Warns of ‘Significant Weaknesses’ in Firms’ Implementation of the Conduct Rules

All firms should take note of the FCA’s latest feedback on SMCR implementation. By Rob Moulton, Charlotte Collins and David Berman In its latest piece of feedback on firms’ implementation of the SMCR, the FCA indicated that firms must improve their implementation of the Certification Regime and, most particularly, the Conduct Rules. While the FCA’s … Continue Reading

Market Abuse Regulation – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, and Charlotte Collins The fourth post in this 10-blog series considers the latest developments in relation to the Market Abuse regime. This is taken from our wider publication: 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 – Progress Report. … Continue Reading

Benchmark Reform – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, and Charlotte Collins This blog post explores developments relating to the EU Benchmarks Regulation and the transition away from LIBOR. This is the third blog of this series, which has been taken from our wider publication: 10 Key Regulatory Focus Areas for … Continue Reading

MiFID II – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, and Charlotte Collins In the second post of this 10-blog series, we examine recent and upcoming developments relating to MiFID II. This is taken from our wider publication: 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 – Progress Report. … Continue Reading

Brexit Progress Report: 1 of 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019

By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton and Charlotte Collins In our January publication, we highlighted what we were seeing as the top regulatory focus areas for our clients during the year ahead, focusing on wholesale market structures and conduct risk. In a series of 10 blog posts, we will take a closer look at … Continue Reading

HM Treasury Kicks Off Financial Services Future Regulatory Framework Review

Call for evidence on regulatory cooperation marks the first phase of the planned review. By Carl Fernandes, Nicola Higgs, Rob Moulton, and Charlotte Collins The Chancellor announced in the Spring Statement that HM Treasury would undertake the Financial Services Future Regulatory Framework Review — examining the long-term effectiveness of the UK regulatory regime and considering … Continue Reading

Prospectus Regulation: How to Navigate the New Rules on the Summary Section

New length restrictions will require issuers to focus on key information for investors. By James Inness and Connor Cahalane Under the Prospectus Regulation, which comes into force on 21 July 2019 (See EU Prospectus Regulation: New Format and Content Requirements), issuers preparing equity prospectuses will need to comply with new rules on the summary section. … Continue Reading

2019 Is Different From 2008: 4 European Restructuring Developments for Private Equity Firms to Consider

Persisting political and economic uncertainty means awareness of market changes remains crucial. By Simon Baskerville, Tom Evans, David Walker, Stephanie Dellosa, and Catherine Campbell The 2008 distress cycle triggered defaults and restructurings for European PE portfolio companies, as maintenance covenant defaults and balance sheet deleveraging forced refinancings and debt-for-equity swaps. While restructuring conditions for PE firms are … Continue Reading

Cornerstone Investments: A Foundation for Private Equity-Sponsored IPO Exits

Cornerstone investments can assist a firm’s overall exit objective, particularly when there are bidders for a portfolio company but no outright buyer. By James Inness, Tom Evans, David Walker, Sonica Tolani, Connor Cahalane, and Catherine Campbell Cornerstone investments, which involve taking a stake in an about-to-list company, have been popular in Asia and in Nordic countries for … Continue Reading

EU Prospectus Regulation: New Format and Content Requirements

The full regulation will come into force in July, imposing new requirements for prospectuses By James Inness and Connor Cahalane The new EU Prospectus Regulation will take full effect on 21 July 2019. Issuers and other parties to capital markets transactions can expect changes in the following areas: Prospectus summary: New content requirements and length … Continue Reading

Directors Beware: UK Court of Appeal Ruling Clarifies Creditors’ Abilities to Challenge

The court offers guidance on reversing lawful dividend payments and when directors need to take into account creditors’ interests. By Simon J. Baskerville, Daniel Smith, Anna Hyde, Lisa Stevens, and Vanessa Morrison On 6 February 2019, the UK Court of Appeal published a judgment in BTI v. Sequana that will impact both creditors and directors … Continue Reading

Italian Investor Compensation Scheme Under the Brexit Law Decree

CONSOB notice 8/2019 details the requirements under the Italian investor compensation scheme applicable to UK banks and investment firms operating in Italy. By Antonio Coletti and Isabella Porchia On 29 March 2019, the Italian Securities Commission (CONSOB) issued a notice detailing the terms and requirements applicable to UK banks and investment firms operating in Italy … Continue Reading

Bank of Italy Issues Instructions for Brexit Law Decree

The instructions clarify the requirements applicable to banking and financial intermediaries under the Brexit Law Decree. By Antonio Coletti and Isabella Porchia On 28 March 2019, the Italian central bank (Bank of Italy) published two notices detailing the requirements for Italian banks and financial intermediaries operating in the UK, and for UK banks and financial … Continue Reading

What EBA’s Outsourcing Guidelines Mean for Financial Institutions

The guidelines create new obligations for financial, payment, and electronic money institutions that will impact cloud outsourcing and deployment of FinTech. By Fiona M. Maclean and Laura Holden On 25 February 2019, the European Banking Authority (EBA) published a final report on its draft guidelines on outsourcing arrangements (Guidelines). The report followed the EBA’s publication … Continue Reading

Are Private Equity Bank Buyouts Set to Soar?

European regulators’ openness to PE investors is presenting attractive banking sector opportunities, but such opportunities require careful regulatory planning and local issue navigation. By Carl Fernandes, Hans-Jürgen Luett, David Walker, Tom Evans, and Catherine Campbell Ten years ago, a PE investment in a European bank would have been a rare occurrence. However, more recently, PE … Continue Reading

Litigation Funding: Private Equity Investment Opportunity and Portfolio Risk Management Tool

As litigation funders find new disputes markets, PE firms should consider litigation funding as a growth sector — and as a valuable tool for de-risking portfolio company claims. By Stuart Alford, Dan Smith, David Walker, Tom Evans, and Catherine Campbell Litigation funding, the third-party financing of legal costs in disputes, is increasingly common in the … Continue Reading

Will Regulatory Reform Make Cryptoassets the Next Buyout Boom for Private Equity?

Regulatory guidance on cryptoassets and digital currency companies may lead to a legitimisation of crypto-businesses as an investable asset class. By Stuart Davis, Sam Maxson, David Walker, Tom Evans, and Catherine Campbell Recent and upcoming regulatory guidance on cryptoassets and the regulation of companies engaged in digital currency, such as issuers, crypto-exchanges, crypto-custodians, crypto-brokers, and … Continue Reading

FCA Publishes Policy Statement Extending Rules to Payment Services and E-Money Sectors

From August 2019, certain existing FCA rules and guidance will extend to payment service providers and e-money issuers in a signal that the FCA wants a consistent approach to consumer protection. By Rob Moulton, Brett Carr, and Frida Montenius The FCA has published a Policy Statement extending certain rules and guidance to the payment services … Continue Reading

Payment Systems Regulator Finalises Scope of Card Acquiring Market Review

The PSR will not review the fees and rules set by Visa and Mastercard, but will look at the practice of bundling, and will examine effects on innovation in card-acquiring services. By Brett Carr, Stuart Davis, and Christian McDermott Following the publication of its Draft Terms of Reference in July 2018, the PSR has now … Continue Reading

Corporate Buyers Poised to Reap W&I Insurance Benefits

By Drew Levin. Maarten Overmars, Richard Butterwick, Terry Charalambous, and Catherine Campbell Warranty and indemnity insurance (W&I) has become a common feature of European transactions in recent years, amid a strong sellers’ market that has enabled vendors to offload risk to buyers. According to the most recent edition of the Latham & Watkins Private M&A … Continue Reading

UK Scores Highly on Anti-Money Laundering Review

FATF has published its highly anticipated report on the effectiveness of the UK’s anti-money laundering and counter-terrorist financing measures. By Jon Holland, Rob Moulton, and Jonathan Ritson-Candler On 7 December 2018, the Financial Action Task Force (FATF) published its highly anticipated mutual evaluation report of the UK. The report sets out the UK’s global standing … Continue Reading

FCA Proposes Permanent Product Intervention Measures for Retail CFDs and Binary Options

The rules will echo ESMA’s temporary measures, however the FCA will extend the CFD restriction to capture closely substitutable products (such as turbo certificates).  By Rob Moulton, David Berman, Charlotte Collins, and Gabriel Lakeman The FCA has launched two consultations on: Banning the sale, marketing, and distribution of binary options to retail consumers (CP18/37) Restricting … Continue Reading
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