You, Corporate & Commercial
& Ince, in any case

12-02-2021 /

This is an update to our March 2020 article on electronic signatures following the Law Society’s recent guidance on how English law governed contracts can be signed using electronic signatures (“e-signatures”).

25-01-2021 /

An EU representative is a natural or legal person appointed to represent controllers or processors not established in the EU (EU Representative). To be established in the EU means you have a branch, representative office or other unincorporated presence there.

21-01-2021 / Maritime

Several members of our team recently contributed to the Asian Legal Business (ALB) Legal Guide to the Greater Bay Area 2021, which has now been published.

12-01-2021 /

At 11pm on 31 December 2020, the Brexit transition period came to an end. A few days prior to this, on 24 December 2020, the UK Government and the EU Commission announced that a deal had been agreed on the future of the EU-UK relationship and that the Trade and Cooperation Agreement (TCA) had been finalised.

30-11-2020 /

HMRC had preferential status up to 2003, until it was abolished under the Enterprise Act 2002, by the then Labour Government seeking to support entrepreneurs and their right to a second chance.

18-11-2020 /

As the end of the Transition Period looms, businesses of all sizes are running out of time to prepare for Brexit.

18-11-2020 /

With the end of the Brexit transition period approaching on 31 December 2020, we consider what implications this will have for data protection in the UK.

17-11-2020 /

The judgment handed down by the Court of Justice of the EU (CJEU) on 16 July 2020 in Schrems II ¹ had significant implications for the transfer of personal data outside of the European Economic Area (EEA).

04-11-2020 /

The Corporate Insolvency and Governance Act 2020 (Act), which came into force in June 2020, introduced measures to relieve the burden on companies during the coronavirus (Covid-19) outbreak. For a temporary period, which has been extended until 30 December 2020, companies are able to convene meetings in a flexible way through using a range of technologies. This has temporarily suspended shareholders’ ability to attend meetings in person.

28-10-2020 /

The Gibraltar Government has today announced the publishing this week of the Limited Partnerships Bill and Protected Cell Limited Partnerships Bill; key aspects in the modernisation and development of the jurisdiction's fund sector.

25-09-2020 /

To protect the UK economy over winter, which he says will be a “difficult" one, the Chancellor of the Exchequer, Rishi Sunak, confirmed the end of the Coronavirus Job Retention Scheme yesterday.

18-08-2020 /

Due to the COVID-19 pandemic many companies have cancelled or postponed their meetings. One of the most important meetings for each company is its annual general meeting (AGM), at which shareholders gather with a company's board of directors to discuss the company's results, report on the year's events and hold  elections. Under Gibraltar Law, it is an obligation to hold an AGM even for a private company, unless this requirement is formally dispensed with. 

12-08-2020 /

The Covid-19 pandemic has presented governments, financial markets and economies across the globe with challenges never faced before. Whilst Covid-19 is primarily and most terribly a public health crisis, its far-reaching consequences are devastating the global economy.

27-07-2020 /

The current climate has made the valuation of target companies very difficult for buyers, ultimately impacting M&A deal flow globally.  

27-07-2020 /

It is clear that COVID-19 has had an impact on M&A deal flow globally across many sectors.

07-07-2020 /

With the easing of lockdown measures, businesses around the country are now reopening. 

22-05-2020 /

At a time when companies are working through the impact of Covid-19 on their business, employees, contracts and supply chains, the Government has issued guidance on ‘responsible contractual behaviour’ for contracts ‘materially impacted’ by Covid-19 (i.e. those too difficult or impossible to perform). It calls on parties to act responsibly and fairly during the Covid-19 pandemic in order to protect businesses, jobs, supply chains and the UK’s economic recovery.

22-05-2020 /

As social distancing measures are slowly being eased across the globe, many businesses will be revisiting their own (and their supplier) T&Cs as they look to resume trade.

15-05-2020 /

UK companies have been impacted not only with uncertainties surrounding operation of their businesses, but also with their routine dealings with the Registrar of Companies. Arrangements for filing and obtaining company information has changed, so we have provided a summary of key changes and actions taken by Companies House in response to COVID-19 so far.

11-05-2020 /

The Court of First Instance recently handed down a significant judgment relating to asymmetric jurisdiction clause ("AJC") in Industrial and Commercial Bank of China (Asia) Limited v Wisdom Top International Limited [2020] HKCFI 322 (the "Case"). It will impact Hong Kong creditor who seeks to enforce a Hong Kong judgment against a defaulting debtor in the Mainland to ensure that the jurisdiction clause is drafted carefully in the future.

07-05-2020 /

The pandemic will undoubtedly brew uncertainty in M&A transactions. Many potential sellers who had hoped to sell their business will be reconsidering whether this is the right time. Likewise buyers, may find funding difficult and question whether such an investment is wise during this time. In either scenario, the negotiation process is likely to be drawn out. In order to therefore maintain the momentum of the sale process, prospective sellers should utilise this time to get their ‘house in order’. This will allow sellers to package the business to be sold so that it can continue to operate on a day-to-day basis, but also give them flexibility to move to a sale process at short notice at the optimal time.

28-04-2020 /

Aside from the impact of Covid-19 and its legal implications, we have been asked several legal questions during the first three months of this year related to employment or banking operations. In these questions and answers, we will focus on the rights granted to the employer to compel the employee to take paid leave and the remuneration to be paid to the employee during such leave. On the banking side, we will tackle issues related to the termination of a credit agreement for an indefinite period, the right for the bank to refuse payment of an unconditional guarantee, and the time bar granted to a creditor in order to claim his debt and to benefit from the surety issued in his favour.

24-04-2020 /

The impact of the COVID-19 pandemic has clearly influenced the Brexit timetable. The possibility of concluding an agreed framework to govern the future relationship between the UK and EU and the necessary systems to implement the framework before 31 December 2020 looked ambitious even before the coronavirus crisis struck. Attempting to meet the deadline when a public health emergency exists appears even more challenging.

16-04-2020 /

Disrupted supply chains, abrupt decline in corporate earnings, funding cutbacks, concerns over commercial sustainability of contracts, key event cancellations and a marked reduction in consumer activity due to the COVID-19 pandemic have all had an impact on markets and businesses around the globe. Joint venture (“JV”) participants in all industries and sectors are suddenly having to manage risks and take decisions they had not anticipated or prepared for in their contractual arrangements. Many JV participants are finding it difficult to meet undertakings they have given to the JV and the severe impact on revenues has meant funding has been compromised.

16-04-2020 /

Following on from Ince’s recent article on force majeure clauses, we consider the common law rules on frustration. Frustration may provide relief for parties under English law governed contracts entered into before the onset of COVID-19 which are now difficult or impossible to perform and where there is no force majeure clause in the contract or a force majeure clause does not sufficiently capture an event such as COVID-19.

07-04-2020 /

It is usual for recently adopted Articles of Association to include a provision that board meetings may be conducted electronically. Indeed, Article 10 of the model Articles of Association for private companies and Article 9 of the model Articles of Association for public companies contain such a provision. Companies who have older articles, perhaps based on Table A 1985 or earlier versions, are unlikely to have such an express provision.

06-04-2020 /

Given these extraordinary times when many businesses are in lock-down, companies may wish to take this time to look at their business structure and see whether it could be reorganised. This will hopefully put them in a good trading position when restrictions are lifted.

31-03-2020 /

In its first decision on the WELCAR 2001 Offshore Construction Project Policy (“WELCAR) terms, the Commercial Court considered whether insurance cover for the 12 month “Maintenance Period”, would apply in circumstances where the construction phase intended to be covered by the “Project Period” had not yet been completed. The case highlights the need to ensure appropriate extensions of insurance cover have been obtained were construction is delayed beyond the period contemplated in the original policy and that any ancillary cover is clearly defined.

24-03-2020 /

As governments work to contain the COVID-19 pandemic and companies implement emergency measures to comply with public health initiatives, it is important that any steps taken are consistent with the EU General Data Protection Regulation (“GDPR”). We set out below the basic data protection questions you may have from a UK perspective.

23-03-2020 /

Both Buyers and Sellers will need to be mindful of the potential impact of COVID-19 on new and ongoing M&A transactions. There are a number of issues that the parties might consider addressing at various stages of the transaction to protect themselves and provide an agreeable approach where risk is identified.

23-03-2020 /

The coronavirus/COVID-19 outbreak has disrupted supply chains globally. Suppliers and providers are finding it harder to deliver their usual services due to (amongst other things) workforce sickness and quarantine, logistics delays and in some cases country wide lockdown.

17-03-2020 /

Company directors will need to prudently assess how to manage coronavirus risks within their businesses.

12-03-2020 /

Overview In the case of Sturgeon Central Asia Balanced Fund Ltd the High Court terminated an order, previously granted at an ex parte hearing, recognising the liquidation of a solvent Bermudan company as a foreign proceeding for the purposes of the Cross-Border Insolvency Regulations 2006 (the “CBIR”) which implement the UNCITRAL Model Law for Cross-Border Insolvency (the “Model Law”) in the UK.

05-03-2020 / Maritime

The worldwide human cost and impact of the Coronavirus COVID-19 outbreak is becoming more evident day by day. While the UK government is busy formulating an action plan for dealing with the increasing likelihood of a widespread outbreak on UK soil, it is essential that UK businesses also prepare for the worst in order to ward off (in so far as is possible) an economic cold.

04-01-2020 /

In this Brexit Q&A Mona Patel provides commentary on the impact of Brexit on corporate law and transactions.

12-12-2019 /

The UK’s decision to leave the European Union continues to create a complex and unprecedented level of uncertainty in the UK, the EU and beyond. It brings significant regulatory, financial and operational implications to individuals and businesses of all sizes.

12-12-2019 /

In this Brexit Q&A Edward Chapman provides details surrounding the topic of Passporting. This includes the end of the current passporting regime and the risks associated with Brexit.

14-06-2019 / TMT

Lachaux v. Independent Print Ltd and another [2019] UKSC 27 In a significant judgment handed down on 12 June 2019, the Supreme Court confirmed that the requirement to show “serious harm” pursuant to s.1(1) Defamation Act 2013 (“the Act”) significantly raises the threshold for individual claimants in defamation actions.

18-03-2019 / Real Estate

This article compares sale and leasebacks and debt financing from the perspective of a corporate occupier seeking to raise capital from their real estate assets.

19-12-2018 /

Debt recovery in the UAE is of high interest both locally and abroad. Many companies have unpaid debts, some of which may not be of such a value to justify too much time, expense, or resources, but are by no means insignificant to the operation of that company.

02-11-2018 /

What are intercreditor agreements? Intercreditor agreements govern the relationship between the various lenders with exposure to a borrower group. They are often heavily negotiated documents, especially as between the senior and mezzanine lenders. Although borrowers will usually be less involved in such negotiations (given that it concerns the rights and obligations that apply as between competing lenders), borrowers will want to ensure that they do not assume any obligations beyond those that they have agreed to assume under the senior and mezzanine finance documents.

02-10-2018 /

On 16 July 2018, the United Nations Commission on International Trade Law (“UNCITRAL”) held a celebratory event in New York, marking the 60th anniversary of the adoption of the Convention on Recognition and Enforcement of Foreign Arbitral Award, better known as the New York Convention. Up till the time when this article is written, there are already 159 States which have ratified the New York Convention.

01-10-2018 /

On 10 September 2018, the Parliament of Singapore introduced the ‘Insolvency, Restructuring and Dissolution Bill’ (the “Bill”) which came after the Insolvency Law Review Committee’s (“ILRC”) recommendation in October 2013 for ‘a holistic upgrade of Singapore’s insolvency and restructuring laws through an omnibus legislation’ and will implement the remaining recommendations of the ILRC.

24-09-2018 /

China and Singapore have taken another stride towards the mutual recognition and enforcement of judgments in their respective jurisdictions.

19-09-2018 /

A new Corporate Governance Code designed to attract long-term investment to the UK and promote integrity in business will apply to premium listed companies, for financial years beginning on or after 1 January 2019

21-08-2018 /

Last week, the Companies (Amendment) Bill 2018 (the “Amendment Bill”) was read in parliament. The main thrust of the amendments announced by Ms. Indranee Rajah, S.C. Minister (Prime Minister’s Office) and Second Minister for Finance and Education, was to recognise “Shipowners’ Liens” over sub-freight and sub-charter hire as security (as charges) without the need for registration.

17-08-2018 /

In this update, we explore through a series of FAQs, the draw behind blockchain technology and smart contracting, which is slowly changing the way we do business.

30-07-2018 /

Companies incorporated in Singapore are required to hold Annual General Meetings of their shareholders, and to file the company’s annual returns with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”). Though this is neither a new nor novel statutory requirement, companies persist in failing to comply.

16-07-2018 /

The debate on the value (or otherwise) of the hourly rate has raged for a number of years. Many lawyers appreciate the need not only to add value to the case but also to be seen to be adding value for money. The perception of the lawyer billing limitless legal fees, billed by the hour is one that private practice lawyers have to battle often. It is important, however, that if that is indeed the client’s fear, clients understand that there are compromises to be made and alternatives to be discussed. Some may be more appropriate than others for certain cases or issues, but a fruitful and positive discussion on value (as well as cost) is the key to coming up with the best arrangement to suit both parties. The key to mastering the art of alternative fee arrangements is to know your case.

16-07-2018 /

In March 2018, the United Arab Emirates took a significant step in developing the legislation necessary to be regarded as a mature financial jurisdiction when it published Cabinet Resolution No (5) of 2018 (the “Regulations”); the regulations to Federal Law No (20) of 2016 on Mortgages of Movables as Guarantees for Debts (the “Law”). The Law, published at the end of 2016, is likely to positively impact the UAE lending market. Pending implementation of the Regulations, it has been difficult to fully assess the impact of the Law. The clarification of the Law provided by the Regulations is further evidence of the UAE’s desire to create the legal framework that is necessary for a developed financial market and to homogenise a previously disparate registration system (previously managed by the various Emirates and free-zones).