Expert Analysis

• How The OECD Global Tax Proposal Could Affect M&A

  

  Following agreement on the Organization for Economic Cooperation and Development’s Pillar Two proposal to introduce a global minimum tax, domestic implementation is expected to have a significant impact on international M&A transactions, with financial modeling, deal structuring, risk allocation and joint venture arrangements likely to be affected, say lawyers at Freshfields.

• How Russia Sanctions May Complicate Contract Obligations

  

  Against the backdrop of recent comprehensive sanctions against Russia and Belarus, a review of recent U.K. case law clarifies that certain force majeure clauses likely cover trade sanctions, and that future litigation will further develop the scope of force majeure and frustration in the context of sanctions, says Frances Jenkins at Quillon Law.

• New Guidance Offers Clarity For Charities On ESG Investing

  

  The need for charities to understand investing in line with environmental, social and governance aspirations has never been more pressing, and recently updated U.K. Charity Commission guidance should give trustees confidence to make decisions that are right for their organization, says Robert Nieri at Shoosmiths.

• US And EU Poised For Closer Ties In Tech Financial Market

  

  The Consumer Financial Protection Bureau and the European Commission are both concerned about the challenges posed by the increasing digitalization of financial products, such as the use of AI and new forms of credit, and by working together, the two regulators can share information and best practices, says Yulia Makarova at Cooley.

• FCA Case Failures Highlight Value Of Robust Investigation

  

  The recent U.K. upper tribunal judgment in Seiler, Whitestone and Raitzin v. The Financial Conduct Authority, criticizing the regulator for accepting a narrative advanced by the firm, makes clear that such admissions must not get in the way of a proper investigation to enable agencies to target the correct individuals, say Tom Bushnell and Olivia Dwan at Hickman & Rose.

• UK Shares-Tax Proposals Offer Long-Awaited Modernization

  

  The U.K. government's recent consultation on the introduction of a new tax on transactions in securities raises detailed legal and practical issues, but the prospect of a single digital stamp tax offering both streamlined legislation and administration will be welcomed, say Zoë Arnautov and Mark Sheiham at Simmons & Simmons.

• Directors Should Beware Reinvigorated UK Insolvency Service

  

  The recent lengthy disqualification of Carillion directors serves as a salutary lesson to executives on the level of third-party scrutiny to which their actions may be exposed, and a reminder that the directors’ fiduciary duty to creditors is paramount once a company is irretrievably insolvent, says Ben Drew at Fladgate.

• The New Accountability Landscape For Financial Regulators

  

  The preliminary-stage success of a group of U.K. lawmakers in a case against the Financial Conduct Authority highlights the significant hurdles for review of regulatory actions, but the Financial Services and Markets Act 2023 creates additional visibility into the regulators' decision making, which may lead to an increase in judicial review activity, say attorneys at Cleary.

• Director Responsibilities Amid Russian Asset Seizures

  

  Following Russia's recent takeover of several companies, shareholders may argue that directors failed to properly guard the companies' assets and choose to bring derivative claims or unfair prejudice petitions, say lawyers at Collyer Bristow.

• Investors Should Prepare For Possible EU Energy Treaty Exit

  

  Following the European Commission’s recent call for the European Union and Euratom to withdraw from the Energy Charter Treaty, investors in the energy sector should assess the legal structure of their existing investments and consider restructuring to ensure adequate protections, says Philipp Kurek at Kirkland.

• EU Raw Materials Initiative Vital For Sustainable Value Chains

  

  The European Commission’s recent steps toward developing partnerships with the U.S. and Argentina to ensure a secure supply of critical raw materials are a welcome recognition of the importance of mining to the European Union's sustainable transition, say lawyers at Watson Farley.

• UK Top Court Ruling Spells Uncertainty For Litigation Funders

  

  The U.K. Supreme Court's recent decision in Paccar Inc. v. Competition Appeal Tribunal has called litigation funding agreements impermissible, causing astonishment in the legal industry and raising questions over how funders should now approach litigation, say Mohsin Patel at Factor Risk Management and Imran Benson at Hailsham Chambers.

• Gender Diverse Boards May Reduce Corporate Fraud Risk

  

  Following the recently proposed "failure to prevent fraud" offense, companies should focus on diversity in leadership as research shows that an increase in women's representation on boards is associated with a decreased probability of fraud, say Anoushka Warlow and Suzanne Gallagher at BCL Solicitors.

• Trustees Should Take Caution After UK Pension Tap Plan

  

  The U.K. government's recent plan to boost technology startups by tapping into pension sector funds may risk the hard-earned savings of members, so trustees need to be mindful of the proposals in light of their fiduciary duties, say Beth Brown and Riccardo Bruno at Arc Pensions.

• Factors Driving Increased Litigation Against European Cos.

  

  European government regulation and enforcement, economic inflation and litigation funding are driving an increase in litigation, especially class actions, against corporations in Europe, a trend that seems to be here to stay, says Henning Schaloske at Clyde & Co.