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Category Archives: Corporate

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LIBOR Transition Newsletter – Issue 1

Posted in Corporate, FCA, Financial Conduct Authority, Government, LIBOR, Regulatory
Welcome to Greenberg Traurig’s LIBOR Transition Newsletter, where we provide updates, analysis, and occasional commentary on the latest developments relating to the highly anticipated phasing-out of LIBOR at the end of 2021 – barely two years from now. Questions addressed in this issue: Why is LIBOR being phased out? What will be the immediate effect?… Continue Reading

‘Above & Beyond’? Serious Fraud Office Issues Corporate Co-Operation Guidance – Part I

Posted in Corporate, criminal law, GT Alert, Serious Fraud Office, sfo, White collar
The UK Serious Fraud Office (SFO) has issued its long-awaited guidance on corporate co-operation. For the first time in one place, the SFO has set out what in its view are ‘indicators of good [co-operation] practice’ for companies under investigation. This is a helpful clarification. In its own words the SFO defines co-operation as going… Continue Reading

Beware of Strangers Bearing Gifts: UK ‘Business Integrity Initiative’ Aims to Support the Anti-Corruption Efforts of SMEs

Posted in Bribery Act 2010, Corporate, criminal law, Government, GT Alert, International Trade, National Crime Agency, Serious Fraud Office, sfo, White collar
The UK government’s Anti-Corruption Newsletter for Summer 2019, supported by ‘Anti-Corruption Champion’ John Penrose, MP for Weston-super-Mare, covers the latest developments in anti-corruption over the last quarter. Two reported highlights illustrate the government’s steadfast approach to issuing new statutory guidance for both large corporates and small UK businesses. However, the latter category could receive subsidised… Continue Reading

Brexit & REACH: Potential Changes to UK Chemical Regulation

Posted in Brexit, chemical regulation, Corporate, Environment, Environmental, EU Withdrawal Agreement, Government, International Law, International Trade, No-deal Brexit
29 March 2019, the date currently fixed in United Kingdom (UK) and European Union (EU) law as when the UK will leave the EU, is now just two weeks away. At this late stage, the terms of the UK’s withdrawal from the EU remain unsettled. The Withdrawal Agreement agreed in draft with the EU at… Continue Reading

UK Review of the Bribery Act 2010 – Committee Concludes New Guidance Needed

Posted in Bribery Act 2010, Compliance Programs, Corporate, criminal law, Government, White collar
In 2018 the House of Lords announced it would set up an ad hoc Select Committee to conduct a post-legislative review of the Bribery Act 2010. Greenberg Traurig Shareholder Anne-Marie Ottaway was appointed Specialist Advisor to the Committee, which today published the report of its findings. The review confirms that the Bribery Act 2010 is “an… Continue Reading

Greenberg Traurig Advises On Hotel Deal Valued At Approximately £858 Million

Posted in Corporate, M&A, Real Estate
LONDON – 6 August 2018 – A multidisciplinary London-based team at global law firm Greenberg Traurig, LLP advised InterContinental Hotels Group plc on its arrangements with French real estate investor Covivio (formerly Foncière des Régions) to rebrand and operate 12 high-quality open hotels and one pipeline hotel in the UK following the acquisition of the… Continue Reading

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

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

Legal Update: De facto vs shadow directorships

Posted in Corporate
In a recent case, Smithton Ltd v Naggar [2014] EWHC 680 Ch, the Court of Appeal reconsidered the difference between de facto and shadow directors. A de facto director is a person who performs the functions of a director but who has not been formally appointed as such (s250 Companies Act 2006 (“CA 2006”)). Whereas,… 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

Bribery Act 2010: Corporate hospitality – or when is a beer a bribe?

Posted in Corporate
Written by Andrew Briggs and Lisa Navarro The UK’s Bribery Act 2010 (the “Act”) will come into force on 1 July 2011. The accompanying guidance from the Ministry of Justice (“MoJ”), Serious Fraud Office (“SFO”) and Director of Public Prosecutions (“DPP”) was published on 29 March 2011. Many companies’ minds will, therefore, now focus on… 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