GT London Law Blog

GT London Law Blog

Legal Advisers for a Changing World

Category Archives: Corporate

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New Anti-Corruption Law in France: Mandatory Compliance Program for Large Companies

Posted in Compliance Programs, Corporate
On 8 November 2016, the French Parliament approved new anti-corruption legislation.  Championed by the Minister of Finance Michel Sapin, the law that is commonly known as Sapin II will fundamentally change the compliance landscape for French companies.  In particular, it will place a positive obligation on large companies, and their subsidiaries, to implement anti-corruption compliance… Continue Reading

Breach of Warranty Claims – Teoco UK Limited (Claimant) v Aircom Jersey 4 Limited and Aircom Global Operations Limited (Defendants) [2015] EWHC (Ch)

Posted in Corporate, M&A
In the recent case of Teoco UK Limited v Aircom Jersey 4 Limited and Aircom Global Operations Limited [2015] EWHC (Ch), the High Court considered the validity of breach of warranty claim notification letters. Facts The claimant acquired two companies and their subsidiaries from the defendants. In the sale and purchase agreement (“SPA”) the defendants… Continue Reading

Legal Update: Directors’ Duties – Eclairs Group Limited & another (Appellants) v. JKX Oil & Gas Plc (Respondent)

Posted in Corporate
In the recent case of Eclairs Group Limited & another v. JKX Oil & Gas Plc [2015] UKSC 71, the Supreme Court considered the duty of directors to exercise powers “only for the purposes for which they are conferred” (s171 of the Companies Act 2006 (CA 2006)). Facts Eclairs and Glengary were shareholders in JKX… Continue Reading

E-update on the Small Business, Enterprise and Employment Act 2015

Posted in Corporate, Employment law
Following our e-update on 23 October 2015, relating to The Small Business, Enterprise and Employment Act 2015 (the Act), certain provisions relevant to UK companies have now come into force. The provisions include the following: Changes to information filed at Companies House  The Act has abolished the requirement for a director or secretary to provide their… Continue Reading

Major Changes Introduced to Corporate Law by the Small Business Enterprise and Employment Act 2015

Posted in Corporate, Employment law
Introduction The Small Business, Enterprise and Employment Act 2015 (the “Act“) received Royal Assent on March 26, 2015 and marks the single biggest change to company law since the Companies Act 2006 (“CA”). It will be phased in over the course of the next 12 months. Although the Act’s title implies that it will only… Continue Reading

Completion Accounts: What Dealmakers Should Know

Posted in Corporate
By Henrietta Walker and H. Andrew Ross In the recent case of Shafi v Rutherford [2014] EWCA Civ 1186 (Shafi), the U.K. Court of Appeal was asked to examine an appeal from the High Court regarding the interpretation of a completion accounts mechanism, a commonly used price adjustment process in company and business acquisitions. The… Continue Reading

Loan Market Association Publishes Documentation for Developing African Markets

Posted in Corporate
The Loan Market Association (LMA) recently published a short user guide and recommended forms of facility agreements for use in South Africa (the South Africa Documentation) and in Kenya, Nigeria, Tanzania and Uganda (the East African and Nigerian Documentation). The LMA has been at the forefront of developments in the syndicated loan market with its… Continue Reading

JOBS Act Benefits for Non-U.S. Issuers

Posted in Corporate
Written by  Paul Berkowitz On February 13, 2013, the United States Securities and Exchange Commission (“SEC”) issued a publication entitled, Accessing the U.S. Capital Markets — a Brief Overview for Foreign Private Issuers. 1 The publication opened by stating that “[t]he U.S. capital markets have long been a favorite destination for foreign companies wishing to raise… Continue Reading

Streamlining multi-jurisdictional merger control in a globalised world – best practices

Posted in Corporate
Written by Simon Harms and Stephen C. Tupper 1. Background A significant number of countries worldwide now operate mandatory merger control regimes. Cross-border M&A activity, as a result, increasingly involves notifications in several jurisdictions. Most regimes are national in scope, however, important supranational merger control regimes exist – such as European Union (“EU”) merger control.… Continue Reading

Bribery Act 2010: Jurisdictional scope

Posted in Corporate
Written by Andrew Briggs and Lisa Navarro As the foreword to the Ministry of Justice’s (“MoJ”) recently released guidance on the Bribery Act 2010 (the “Act”) reminds us, one of the Government’s aims in pushing forward with this legislation is to create “a level playing field” with regards to the eradication of bribery. The Government recognised… Continue Reading

EU competition: focus on R&D agreements

Posted in Competition Law, Corporate, Intellectual Property & Technology, Regulatory
Written by Simon Harms On 14 December 2010, the European Commission(the “Commission“) adopted a new suite of rules governing co-operation between actual or potential competitors, consisting of (i) guidelines on the applicability of EU competition law to horizontal co-operation agreements (the “Guidelines”) and (ii) two new block exemption regulations covering: (1) specialisation and joint production… Continue Reading