Latest Developments in Controversial Article 17 on Platform Liability for Infringing Content

Posted in Copyright

A year on from the national implementation deadline of the Directive on copyright in the Digital Single Market, the CJEU has upheld controversial Article 17.

By Deborah Kirk, Elva Cullen, Victoria Wan, and Amy Smyth

In September 2016, the European Commission announced its proposal on “the modernisation of copyright” designed to bring “clearer rules for all online players”. Six years later, in September 2022, and following a national transposition deadline of 7 June 2021, the EU Directive on copyright and related rights in the Digital Single Market 2019/790 (the Directive) is not yet fully implemented across all EU Member States. Continue Reading

UK to Open Up Text and Data Mining Under New Copyright and Database Rules

Posted in Data Protection

A proposed broad copyright exception for text and data mining that favours AI developers is unlikely to be welcome news for rightholders.

By Deborah Kirk and Brett Shandler

On 28 June 2022, the UK government published its response to its consultation on “Artificial Intelligence and IP: Copyright and Patents”, which commenced in October 2021 (Response).

Among other points,[1] the government has indicated its intention to introduce a new copyright and database exception that allows text and data mining (TDM) for any purpose, provided that the party employing TDM obtains lawful access to the material. Continue Reading

Navigating Sanctions in M&A: Seven Questions for Deal Teams to Consider

Posted in M&A and Private Equity

M&A deal teams face complicated legal issues amidst rapidly changing global sanctions and guidance.

By Richard Butterwick, Les P. Carnegie, Charles Claypoole, Beatrice Lo, Mikhail Turetsky, Andrew P. Galdes, Ruchi G. Gill, Thomas F. Lane, and Catherine Campbell

Russia’s invasion of Ukraine has created new headwinds for M&A dealmakers, as a complicated matrix of sanctions and export controls poses legal challenges for both buyers and sellers, as well as transaction targets. With sanctions regimes becoming ever more complex, deal planning and execution requires expert legal counsel and skillful navigation. Continue Reading

UK High Court Ruling in Competition Claim Highlights Consequences of Disclosure Failures

Posted in Litigation

The ruling is also a reminder of the circumstances in which the court may order indemnity costs for such failures.

By Oliver Browne, Hayley Pizzey, and Anna Kullmann

On 29 July 2022, the UK High Court ruled in Cabo Concepts Limited v. MGA Entertainment (UK) Limited that toy manufacturer MGA should pay hefty costs for failure to conduct proper pre-trial disclosure. Continue Reading

UK’s “Smarter Contracts” Landscape Offers Robust Foundation for Commercial Use

Posted in Blockchain, Cryptoassets

The latest analysis of “smarter contracts” provides helpful guidance on the opportunities and potential legal and practical risks in adopting these technologies.

By Christian F. McDermott, Andrew C. Moyle, and Nara Yoo

LawtechUK’s latest analysis of so-called smarter contracts in the UK, set out in its Smarter Contracts Report (the Report), seeks to identify how technology is transforming contract practices, and to explore future opportunities and innovation. The Report defines a “smarter contract” as a legally binding digital contract, including legally enforceable contracts in which some or all of the terms are represented in code, and identifies a range of smart contract applications, from simple electronic signatures to sophisticated self-executing contracts. Continue Reading

Green Power and the Protections of Intra-EU Energy Investment

Posted in Dispute Resolution

The tribunal in Green Power v. Kingdom of Spain declined jurisdiction, finding that the parties had not validly consented to arbitration under the Energy Charter Treaty.

By Dr. Sebastian Seelmann-Eggebert, Shreya Ramesh, and Ram Mashru

A tribunal seated in Sweden has become the first to uphold the “intra-EU objection” in an arbitration under the Energy Charter Treaty (ECT) administered by the Stockholm Chamber of Commerce. The tribunal found that it lacked jurisdiction to hear a dispute between two Danish solar energy investors — Green Power and SCE (the Claimants) — and the Kingdom of Spain on the basis that Spain’s standing offer to arbitrate under Article 26 of the ECT was invalid as a matter of EU law. The unprecedented decision gives effect to a series of seminal judgments of the EU Court of Justice (CJEU) which held that intra-EU investment arbitrations are incompatible with the primacy of EU law and the unity of the EU legal order. Continue Reading

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