The Economic Crime and Corporate Transparency Act (the “Act”) has introduced a number of reforms to Companies House in March this year. One of the Act’s aims is to improve corporate transparency and enhance the role of Companies House.

In our latest review we reflect on some notable developments and trends in UK corporate and commercial law.

The UK government has been exploring a programme of wide-ranging reforms to the listing regime since 2020. This was driven in part by market feedback indicating that the UK listing regime was regarded as overly burdensome and deterring companies from listing in the UK.

In the second part of our year end recap, we reflect on some of the more notable developments of the past 12 months in the areas of Mergers & Acquisitions, Corporate Governance and Business Crime.

The corporate finance regulatory framework is experiencing seismic shifts as the UK government looks to implement change necessitated or facilitated by Brexit and to maintain and enhance the UK’s position in the global financial marketplace. As we approach the year end, we recap on the status of some of the key changes and developments in the UK’s corporate sector over the past 12 months. 

As we enter a new year, environmental and social responsibility becomes an ever brighter light on the radar of business. A series of diverse drivers have converged to ensure that ESG (Environmental, Social, Governance) has become or is fast becoming a top priority for businesses across the globe.

Our Capital Markets Briefing covers the FCA Task Force on climate-related financial disclosures, the UK Secondary Capital Raising Review, the UK Prospectus regime review and the FCA confirming that it will be extending to standard listed companies the obligation to make climate related disclosures.

In our latest briefing, we look at warranty disclosures following the recent Court of Appeal ruling in Butcher v Pike [2021] along with warranty claims and interpretation of financial caps following the High Court decision where a claim for breach of warranties in a share purchase agreement was considered.

On 15 November 2021, the government published new National Security and Investment Act 2021 (NSIA 2021) guidance on notifiable acquisitions and updated guidance on what to expect when an acquisition is being reviewed and assessed.

Following the UK’s departure from the EU on 31 January 2020 the UK-EU Withdrawal Act (EUWA) provided for a transition period (which ended on 31st December 2020) during which the UK’s listing regime remained unchanged.

A year and more on from the UK’s first lockdown, business continues to adapt to the impact of the COVID-19 pandemic. As we move into the second half of 2021 this update reviews briefly the prospects and challenges for the sector.

The UK National Security and Investment Act 2021 (the Act) received Royal Assent on 29th April and is anticipated to become law later this year. The Act introduces a new standalone regime in the UK for the review of transactions and investments on national security grounds (NSI Regime).

The EU/UK Trade and Cooperation Agreement (TCA) provide that there will not be any tariffs or quotas on goods originating in the UK or the EU subject to businesses meeting “rules of origin” (RoO) requirements. This article explores the TCA’s RoO requirements in more detail.

The Trade and Co-operation Agreement has been described universally as “thin” and it is clear that the EU and UK are likely to be in negotiations of some description for years to come. We look at its impact on business and the areas where negotiations will be ongoing.

COVID restrictions resulted in significant financial losses leading to insurance claims under business interruption (BI) insurance policies. The majority of claims were rejected primarily on the basis of policy wording. This article reviews the recent Supreme Court judgment handed down in respect of the test case on BI insurance claims.

Deal or no Deal, time is running out, make sure you are ready for the new rules.

The process for importing goods from the EU will change from the 1st January 2021. There will be a new customs border created between the UK and the EU.

On 11 November 2020, the National Security and Investment Bill (NSIB) was introduced to Parliament. It sets out a new statutory regime which will radically overhaul the scrutiny of transactions and investments on national security grounds in the UK.

COVID-19 has had and will continue to have a significant impact on M&A transactions in the UK. UK M&A deal activity is materially down on 2019.

The UK left the EU at 11.00 pm (UK time) on 31 January 2020 (exit day). Under the terms of the UKEU withdrawal agreement the movement of goods between the UK and the EU remained unchanged. The post-Brexit transition period ends at 11.00 pm (UK time) on 31 December 2020 and it is clear will not be extended.

A popular tax-advantaged share scheme is the Enterprise Management Incentives (“EMIs”). An HMRC research report found that “the EMI scheme had led to increased equity investments” and the majority of adopters surveyed “perceived EMI to be successful in helping companies retain key and skilled staff and improve staff morale”.

The UK government recently issued final guidance on its Coronavirus Future Fund (the Scheme) launched in April to support innovative and fast-growth businesses through the COVID-19 outbreak.

The Corporate Insolvency and Governance Act (“CIGA”) became law on 26 June 2020. The CIGA sets out the detail of the Government’s reforms to the existing restructuring and insolvency regime as part of its response to the economic crisis caused by the COVID-19 pandemic.

A financial restructuring involves a company which is in financial difficulty agreeing with its stakeholders to reorganise its liabilities so that its business can survive (though not necessarily the company itself).

Businesses confront the most significant challenge in a generation as their markets shrink, change or disappear. Having navigated the initial phase of the crisis implementing a series of cost saving and liquidity measures, companies are now progressing to the next phase.

Brexit has not gone away and it is not at all certain that a deal will be done before the end of the transition period on 31 December. We explain the implications of a no-deal Brexit on commercial contracts and provide practical steps that a business should take to protect from the risks.

The government’s restrictions imposed in response to the Covid-19 pandemic have raised a number of practical difficulties for parties when signing documents. In this second part we consider a recommended approach to remote or virtual signings.

As directors everywhere strive to adapt to the fast-changing landscape they find themselves confronted by a multitude of challenges and threats. This article examines the challenges facing directors in balancing the action required to enable their business to survive and their over-arching statutory duties.

The pandemic and the associated government protective measures pose significant threats to businesses. This article examines the options available to companies in navigating some of the administrative and operational challenges of the new virtual world and how business can be transacted remotely.

The government’s restrictions imposed in response to the Covid-19 pandemic have raised a number of practical difficulties for parties when signing documents. This article examines the options available when signing contracts remotely.