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A&O Shearman

UK Pensions: What’s new this week? August 11, 2025

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Welcome to your weekly update from the A&O Shearman Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. ECCTA: identity verification requirements from November 18,...more

Goodwin

“Shareholder Rule” Snuffed Out: Practical Implications for UK Companies and Shareholders

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When a client seeks legal advice from a lawyer, the confidential communications between them, which are made for the sole or dominant purpose of seeking and receiving legal advice, are protected by legal professional...more

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

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The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more

BCLP

UK Corporate Briefing - February 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about....more

King & Spalding

The ‘Failure to Prevent Fraud’ Offence: A Phased Approach to Implementing Effective Fraud Prevention Procedures

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The Economic Crime and Corporate Transparency Act 2023 (the “ECCTA”) introduced a corporate ‘failure to prevent fraud’ offence providing that ‘large’ organisations may be held criminally liable if an ‘associate’ (such as an...more

BCLP

No Minority Discount for Quasi-Partnerships

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In Gibbins v Tierney [2024] EWHC 2004 (Ch), the High Court reaffirmed the principles that apply when deciding whether there has been unfair prejudice, within the meaning of section 994 of the Companies Act 2006, in a...more

BCLP

UK Corporate Briefing - November 2024

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The Investment Association (“IA”) has published its Principles of Remuneration for 2025 (“Principles”) following a review to ensure they support a competitive remuneration environment and meet investor expectations....more

Goodwin

DAOs in English law: another (but not final) step forward

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With so much focus on the regulatory treatment (and mistreatment) of blockchain related businesses, the benefits of commercial legal certainty for choosing a country or territory as a home of choice for these businesses is...more

White & Case LLP

New UK Corporate Governance Code – getting ready for the changes

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On 22 January 2024, the Financial Reporting Council (FRC) published its much-anticipated revisions to the UK Corporate Governance Code (the Code) which was followed on 29 January 2024 by revised guidance on the Code. In this...more

K&L Gates LLP

UK Company Restructuring Plans: What Is Next After Adler?

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The England and Wales Court of Appeal recently handed down its first judgment relating to a restructuring plan under Part 26A of the UK Companies Act 2006: Re AGPS Bondco Plc [2024] EWCA Civ 24. Restructuring plans were a...more

BCLP

What New Digital Sandbox Regs Hold in Store for UK Markets

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The Financial Services and Markets Act 2023 (Digital Securities Sandbox) Regulations 2023 came into force on Jan. 8, creating the U.K.'s first digital securities sandbox within which firms would be able to test new...more

WilmerHale

Radical reforms of UK corporate criminal liability receive Royal Assent

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After a laborious passage through the United Kingdom Parliament, the Economic Crime and Corporate Transparency Act (the Act) received Royal Assent on 26 October 2023. The Director of the UK Serious Fraud Office (SFO) hailed...more

Jones Day

High Court Dismisses ClientEarth's Application to Initiate Proceedings Against Shell's Directors

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Introduction - On July 24, 2023, the High Court dismissed ClientEarth's application for permission to bring a shareholder derivative claim against Shell's directors (the "Board") for breach of directors' duties under the...more

Skadden, Arps, Slate, Meagher & Flom LLP

The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

Morrison & Foerster LLP

High Court Confirms the Viability of Creditor-Led Restructuring Plans

The Part 26A Restructuring Plan (“RP”) is a relatively new addition to the English insolvency regime; despite this, the flexibility it provides to both distressed companies and their creditors has made it an important and...more

Katten Muchin Rosenman LLP

Managing Legal Uncertainty in Sole-Director Companies - Recent Developments

The model articles (Model Articles) contained in the Companies Act 2006 (CA 2006) are automatically incorporated into the constitution of a company incorporated pursuant to the CA 2006 to the extent they are not excluded or...more

A&O Shearman

Recent restructuring plan cases: important guidance for advisers

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The restructuring plan has so far proven to be a powerful tool to facilitate restructurings of complex capital structures. Two recent cases provide further helpful guidance for advisers when formulating a restructuring plan...more

Cooley LLP

PEG Releases New Statement of Principles for the Disapplication of Pre-Emption Rights

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On 4 November 2022, the UK Pre-Emption Group (PEG) issued a new Statement of Principles on disapplying pre-emption rights and associated template resolutions. The Statement of Principles has been revised with immediate effect...more

Conyers

Directors: “What shall we do?” – Interplay between the Sequana decision, HSBC v NewOcean Energy Holdings Ltd and the new Cayman...

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Due to the recent challenging economic environment, the law’s treatment of creditors’ interests in a restructuring or insolvency has been a hot topic. From a creditor’s perspective, its objective will be straightforward: to...more

Conyers

Directors’ Duties on the Precipice of Insolvency: Brief Overview of BTI 2014 LLC v Sequana SA

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The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more

BCLP

Second Economic Crime Bill heralds some big changes for financial services firms

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We’ve waited over half a year for it and it’s finally here but what does the second Economic Crime and Corporate Transparency Bill of 2022 (the “Bill”) mean for businesses in and outside the regulated sector? The Bill’s...more

Alston & Bird

Restructuring Plans as Versatile Tools to Tackle Over-Leveraged Balance Sheets

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The UK Part 26A restructuring plan was introduced in the UK over two years ago. It draws upon features of the well-tested scheme of arrangement, a court supervised procedure under Part 26 of the UK Companies Act 2006. Despite...more

Morgan Lewis

Directors’ Duties to Consider Supply Chains

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Directors have significant ongoing duties towards the company they lead, including taking the changing factual landscape into account. This should include learning lessons from the recent disruption of global supply chains....more

Latham & Watkins LLP

The Smile Telecoms Restructuring Plan: A Closer Look

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A restructuring plan completed earlier this year by Smile Telecoms notches up a number of firsts. African telecommunications provider Smile Telecoms Holding Limited, incorporated in Mauritius, successfully completed a...more

Latham & Watkins LLP

High Court Declines to “Cram Down” Shareholders in Proposed Part 26A Restructuring Plan of Oil Company

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The decision provides new judicial guidance for determining the boundaries of cross-class cram down tests. On 28 June 2021, the High Court declined to sanction a restructuring plan proposed by Hurricane Energy plc...more

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