GT London Law Blog

GT London Law Blog

Legal Advisers for a Changing World

CJEU: Online Platform Bans in Selective Distribution Arrangements Permitted Where They Protect ‘Aura of Luxury’ of Luxury Goods – But What is a ‘Luxury’ Good?

By Gillian Sproul and Addiped Cheng on Posted in Antitrust Trade & Regulation

On 6 December 2017 the EU Court of Justice (CJEU) issued its long-awaited preliminary ruling in the case of Coty Germany GmbH v Parfümerie Akzente Gmbh, on issues referred from a Frankfurt court concerning the distribution of luxury goods. The ruling follows the approach recommended in the opinion of CJEU Advocate General Wahl, issued in July this year. The CJEU generally – but not always – follows the Advocate General’s non-binding opinion. In summary, the CJEU confirmed that:

1. Suppliers may use a selective distribution system designed primarily to preserve an “aura of luxury” for luxury goods, if the following two conditions are met:

a. Authorised resellers must be chosen on the basis of objective, qualitative criteria.

b. These criteria must be laid down uniformly for all potential resellers and applied in a non-discriminatory manner.

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Major UK Real Estate Tax Changes for Overseas Investors Announced

By Clive Jones on Posted in Real Estate, Tax

On Nov. 22, UK Chancellor Phillip Hammond announced dramatic changes to the UK real estate market in the 2017 Budget. The Government has announced an intention to extend the scope of UK tax so that disposals of all UK commercial and residential property by non-resident companies, JPUTs, individuals, and other persons are subject to UK tax with effect from April 2019. In addition, the Budget proposes to extend the UK tax net to profits derived by non-residents on disposals of companies, JPUTs and other vehicles, including REITs and funds, which derive over 75 percent of their gross value from UK property. Companies will be subject to corporation tax and other non-residents will be subject to capital gains tax.

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EU General Data Protection Regulation: What Impact for Franchise Businesses?

By Alan R. Greenfield on Posted in Brexit, Cybersecurity, Data Privacy

One of the most important assets that a franchise business has is its customer data. For a franchise business, data protection/data privacy regulation should be a key compliance issue. This is particularly the case in Europe, which has had comprehensive data protection laws for many years, and is reforming those laws into a legislative framework that will feature some of the strictest and furthest-reaching data protection obligations in the world.

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Foreign Investment and National Security: Stricter Controls Proposed by the EU and UK

By Gillian Sproul and Addiped Cheng on Posted in Government, Investments

Within the last few weeks, both the EU and the UK have published proposals for greater screening and control of foreign direct investments (FDI) into their territories. In both cases, these proposals seek to balance the protection of critical national infrastructure and technology on the one hand and an open foreign investment environment on the other.

EU Proposals

The EU proposals seek to address an increase in inward investments by individuals and businesses from emerging economies such as Brazil and China, whose share of investment into the EU over the past 20 years has increased by over 1000 percent and 600 percent respectively.

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Greenberg Traurig Represented CVC Capital Partners in the Acquisition of Leading Convenience Retailer Żabka from Mid Europa Partners

By Greenberg Traurig on Posted in M&A

Greenberg Traurig advised CVC Capital Partners with respect to an agreement for the acquisition of Żabka Polska from Mid Europa Partners. The transaction is subject to customary competition authority clearance. The sale of Żabka is the largest ever transaction in the Polish food retail sector and the largest ever private equity exit in Poland.

Żabka Polska is Poland’s leading convenience retailer operating under two brands: Żabka and Freshmarket. Żabka Polska is among the fastest growing and largest convenience retail chains in Poland, with over 4,500 stores, operating across the country. To read the full press release, click here.

Another Major Step for Greenberg Traurig’s Already Strong European Real Estate Sector: Danielle Martin to Join in London as Shareholder

By Greenberg Traurig on Posted in New Hire, Real Estate

Greenberg Traurig is pleased to confirm that Danielle Martin has announced she will leave Reed Smith to join us as a shareholder in London, adding to the momentum since the six-partner KWM group joined us there last week. Dani focuses her practice on complex transactions in the private equity real estate sector and is set to join Greenberg Traurig at the beginning of February,” said Richard A. Rosenbaum, Greenberg Traurig’s Executive Chairman. “This is a natural fit, as we grow in a strategic and disciplined manner to build out our top tier global real estate sector in today’s disruptive environment. To read the full press release, click here.

The Equality Act (Gender Pay Gap Information) Regulations 2017

By Naomi Feinstein and Rob Collier-Wright on Posted in Employment law

Background

The final draft of the Equality Act (Gender Pay Gap Information) Regulations 2017 (the Regulations) and accompanying Explanatory Memorandum was published 6 December 2016. Subject to parliamentary approval, the Regulations will come into force 6 April 2017. The Regulations introduce a mandatory gender pay gap reporting requirement for non-public sector employers with at least 250 employees.

To whom do the Regulations apply?

The Regulations apply to any “relevant employer”, namely private/voluntary sector employers with 250 or more employees on the “relevant snapshot date”, which is 5 April in the relevant year. The reporting requirement applies to individual employers within a group, rather than a groupwide basis.

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The Apprenticeship Levy

By Naomi Feinstein and Rob Collier-Wright on Posted in Employment law

The way apprenticeships are funded in the UK is changing as of Spring 2017. With this change, some employers will be required to contribute to a new apprenticeship levy and there will also be changes to the funding for apprenticeship training for all employers. The Apprenticeship Levy (the Levy) will come into effect 6 April 2017 and a new apprentice funding system is set to be in place as of May 2017.

The purpose of the Levy is to provide funding for apprenticeships and a new “digital service account”. Essentially, companies in England will have an opportunity to reclaim the Levy through the digital service account (an online tool allowing an employer to create apprenticeship schemes) if they are prepared to run their own apprenticeship training, either for new recruits or to allow existing staff to develop new skills.  Scotland, Wales and Northern Ireland will have their own arrangements for supporting employers to access apprenticeships. Companies should therefore decide whether to accept the Levy as a standalone tax or view it as an opportunity to operate Government-funded apprenticeships allowing them to develop their own workforce.

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Brexit: The Great Repeal Bill and the EU’s Chemicals, Emissions, and Medicines Regimes

By Cate Sharp and Aonghus Heatley on Posted in Brexit, Environmental

As discussed in our recent GT Alert, “Brexit: 100 Day Update“,  the UK Prime Minister Theresa May recently announced plans for a “Great Repeal Bill” for the repeal of the 1972 European Communities Act (ECA). Under the ECA, European Union (EU) law was established as part of the UK’s legal order and was given supremacy over the UK’s domestic laws.

It is intended that the Great Repeal Bill will enter into force on the date of Brexit (which appears to be March/April 2019 at the earliest). It is expected that the Great Repeal Bill will preserve the majority of existing EU law in domestic UK legislation until the UK Government has had an opportunity to assess individual EU-derived domestic laws and decide whether to retain, amend, or remove them. This process is likely to take many years, depending on the resources devoted to it.  New, post-Brexit EU law, including the decisions of the European Court of Justice, will not form part of UK domestic law.

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

By Lisa Navarro and Marie-José van der Heijden on 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 programs.  Failure to comply with this mandatory obligation will open the company, and its directors, to sanctions.  This can include a fine of up to 200,000 Euros imposed on the CEO or board of directors, and a fine of up to 1m Euros for the company itself.

Companies falling within the scope of this obligation include those whose head office is located in France, employ at least 500 people and have revenue of at least 100m Euros.  The compliance program must include a code of conduct, whistleblowing procedures, risk assessments, due diligence on suppliers and third parties, accounting controls, training, and disciplinary policy for non-compliant staff.

These new rules will be enforced by a new anti-corruption agency created under Sapin II and headed by Xaviere Simeoni.  The aims of the new agency are to assist companies in setting up compliance programs, perform controls, sanction non-compliance and supervise monitorships. Guidelines setting out its policies and procedures in more detail are anticipated.

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