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Tag Archives: Europe

European Court of Justice Delivers Victory for EU Transparency and Accountability

Landmark ruling requires the European Commission to disclose impact assessments used as a basis for its legislative decision-making process. By Antonio Morales and Rosa Espín The Grand Chamber of the Court of Justice of the European Union recently issued a landmark judgment finding that impact assessments should be considered public documents. This decision sets a … Continue Reading

European Banking Authority’s Draft Guidelines on Outsourcing: Discussion of Key Themes

The EBA’s draft guidelines on outsourcing will impact cloud outsourcing and institutions’ deployment of FinTech. By Fiona Maclean, Charlotte Collins, and Terese Saplys On 4 September 2018, a wide audience of interested individuals gathered at Canary Wharf for a public hearing (Public Consultation) to listen to what the European Banking Authority (EBA) had to say in relation … Continue Reading

Reform of the German Mietpreisbremse: A Breakthrough in Tenancy Law?

Proposed reforms to the Mietpreisbremse aim at strengthening and solidifying restrictions on steep rent increases in German urban areas. By Christian Thiele and Eun-Kyung Lee After intense discussions within the ruling coalition, the German government this week adopted a draft bill regarding the reform of German tenancy law. What is the Mietpreisbremse? The Mietpreisbremse (literally … Continue Reading

Debt Portability Can Deliver a Better Exit Valuation — Will US Practice Increase Debt Portability in Europe?

By Dennis Lamont, Charles Armstrong, Jennifer Cadet, Howard Sobel, and Scott Ollivierre Debt portability provisions — reasonably common in high yield lending but historically rare in bank financing — have been recently seen in an increased number of US transactions, as deal terms react to a buoyant financing market. What should deal teams consider when seeking … Continue Reading

Potential Additional German Capital Gains Tax for Real Estate Investors

Real estate investors with their corporate seat and management outside of Germany may be subject to German taxation on capital gains from share deals. Non-resident individuals (investing directly or through partnerships or funds) will primarily be affected. By Tobias Klass and Verena Seevers According to a German draft tax bill, the sale of shares by … Continue Reading

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

Cartelised Products: In or Out of EEA? Only a Trial Will Tell

England may become an increasingly attractive forum for follow on damages claims, particularly those involving indirect cartelised product purchases initially acquired outside EEA the in wake of iiyama decisions. By Oliver E. Browne and Hayley M. Pizzey Summary The English Court of Appeal has held iiyama’s two claims against cathode ray tube (CRT) cartelists and … Continue Reading

Locked Box Lands in the US

By Jason Morelli, Howard Sobel, and Maarten Overmars In the US, unlike in Europe, deals are traditionally transacted on the basis of closing accounts, with adjustments made post-closing for working capital, indebtedness, cash, and transaction expenses. This is now changing. Recent deal activity shows US private equity vendors, having become accustomed to the concept of a locked box in European sales processes, increasingly pivoting … 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

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

UK Ratifies the Unified Patent Court Agreement

Patent holders must prepare a patent strategy before the Unified Patent Court system takes effect. By Deborah J. Kirk On 26 April 2018, the UK government confirmed that the UK has now ratified the international agreement (the Agreement) to set up a Unified Patent Court for Europe (the UPC). Whilst the government promised this move … 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

Early Liquidity Rights Create Management Misalignment

By Thomas Tharakan The average PE hold period is getting longer. According to data provider Preqin, PE firms held on to European assets for an average of 5.65 years in 2017, up from 4.41 years in 2007. Extended hold periods have been driven by a number of factors, including the raising of longer-term PE funds … Continue Reading

Increased Flex Amid Record Liquidity in European Leveraged Loans Requires Careful Navigation by PE Firms

By Chris Kandel The European leveraged loan market is going from strength to strength, with a continuing surplus of available credit compared to deal requirements, resulting in very borrower-favourable terms. However, we are seeing signs of a two-tier market emerging, with strong demand and pricing reductions for deals perceived as stronger credits, alongside an increase … Continue Reading

Unified Patent Court Update: Ratification Could Take Place in the Coming Months

By Deborah Kirk The Delegated Legislation Committee’s (DLC) support for the Unified Patent Court (Immunities and Privileges) Order 2017 (the Order) suggests a swift approval of the Order by the House of Commons. Presuming a rapid approval by the House of Lords thereafter, this could mean the Unified Patent Court Agreement (UPC Agreement) is ratified … Continue Reading

Can Overseas Bidders Guard Against M&A Risks in An Increasingly Economically Nationalist Europe?

By Richard Butterwick, Jonathan Parker, Jana Dammann and Katie Campbell Growing economic nationalism is threatening to impact M&A across Europe, as governments and regulators take an increasing interest in “foreign” acquisitions of nationally important companies. Deal teams have previously focused on established national security review regimes, including the Committee on Foreign Investment in the US … Continue Reading

Chinese Outbound M&A: 4 Key Questions

By Richard Butterwick, Cathy Yeung, Yilong Du, Karima Salway Overseas direct investment by Chinese companies increased significantly in 2016 to US$212 billion, a 143% increase from 2015. While outbound M&A interest remains strong in China, recent measures taken by the Chinese government to scrutinise transaction fundamentals more closely and slow capital outflows may impact deals … Continue Reading

Environment: The Year Ahead

By Paul Davies, Antonio Morales, Jörn Kassow, Joachim Grittmann and Cesare Milani The year ahead presents a series of challenges and opportunities for the development of environmental law across Europe. Notably, the Paris Agreement came into effect on 4 November 2016 and is now binding upon the signatory countries. The European signatory countries will therefore be … Continue Reading

European Restructuring Landscape Improves with Multiple Reforms

By Herve Diogo Amengual, Frank Grell, Helena Potts and Andrea Novarese In light of the UK’s cram down and director-friendly processes, in particular its scheme of arrangement model, major European economies such as France, Germany and Italy have worked hard to develop regimes that give greater emphasis to pre-insolvency alternatives. These new regimes create cram down … Continue Reading
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