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Welcome to our annual Investment Funds Update, our briefing highlighting the key 2018 legal developments which impact the investment funds’ industry and previewing what can be expected in 2019. Whilst Brexit has undoubtedly been the focus this past year and will continue to be so into 2019, there have also been a number of other key developments and upcoming proposals which it is important to be aware of.
Funders in the specialty finance sector lend into finance companies or groups of finance companies which themselves make loans available (whether on a secured or unsecured basis) to companies, partnerships, sole traders and individual consumers.
Travers Smith has advised long-standing client Phoenix Equity Partners (Phoenix), Jamie Morris and the senior management shareholders on the sale of Travel Chapter to ECI Partners.
Brexit will give rise to an array of complex commercial and legal issues in the regulatory, trade and environmental law spheres. These apply across the spectrum - from site-based operations, to products, export and trade, to regulated industries, through to the governance of compliance and risk by businesses more generally.
Travers Smith LLP has advised Caledonia Investments plc ("Caledonia") on its agreement to acquire a minority stake in Stonehage Fleming Family & Partners Limited ("Stonehage Fleming"), one of the world's leading independently owned family offices.
The Government has released the long-awaited White Paper on its post-Brexit immigration policy. The White Paper sets out the proposed immigration regime that would apply from 1 January 2021.
Travers Smith LLP has advised Premier Rugby Limited (PRL), the top division of English rugby union, on a major investment by and landmark new partnership with the private equity firm CVC Capital Partners (CVC). CVC will acquire a minority shareholding in PRL.
Travers Smith LLP has advised the executive management team of TES Global Group Limited (TES) in relation to the sale of TES by TPG Capital to Providence Equity Partners L.L.C. (Providence).
The Department for Business, Energy and Industrial Strategy ("BEIS") has published its response to its consultation on potential reforms to limited partnership law (published in April 2018). The reforms seek to address concerns that Scottish limited partnerships ("SLPs") have been used for improper purposes. The reforms will affect all UK limited partnerships registered under the Limited Partnerships Act 1907 ("LP Act"). The proposals have implications for private funds structured as limited partnerships, both in terms of the fund vehicle itself and any carry or feeder partnerships in the fund structure, and also for other vehicles used in connection with private funds, such as co-investment vehicles.
Travers Smith LLP has advised long-standing client, the 3i Group, and Aspen Pumps on the successful completion of a refinancing of the Aspen Pumps senior debt facilities and the return of £52m to 3i, representing more than 0.8x their original equity investment in Aspen.
Travers Smith LLP has advised S4 Capital on its merger with MightyHive, a market-leading programmatic solutions provider for future thinking marketers and agencies, for an enterprise value of US$150 million. The merger will be funded 50% with shares in S4 Capital plc listed on the London Stock Exchange and 50% with cash from a major share issue to new and existing investors.
Advocate General Manuel Campos Sánchez-Bordona published on 4 December 2018 his opinion (which, as discussed further below, does not bind the ECJ, which will be considering the same issue as the AG at a later date) on whether, under Article 50 of the TEU, the UK can unilaterally revoke the notice of its intention to leave the EU.
Welcome to the latest edition of our Anti-Bribery Newsletter, our regular review of developments in the fight against bribery and corruption in the UK and other jurisdictions.
Earlier this week, the FRC published the final Wates Corporate Governance Principles for Large Private Companies (the "Principles"), which provide a framework for large private companies to comply with their new corporate governance reporting requirements under The Companies (Miscellaneous Reporting) Regulations 2018 (the "Regulations"). The new requirements apply in relation to financial years beginning on or after 1 January 2019, and BEIS stated in its recently updated FAQs on the Regulations that it expects the Principles to be widely adopted. For background information on the Regulations please see our client note and table summarising the scope of the Regulations.
As the 3 December 2018 deadline for online traders to comply with the new EU Geo-blocking Regulation has just passed, we look at what exactly it will mean for UK based businesses, and whether Brexit changes the picture for them.
Doug Bryden and John Buttanshaw write for Who's Who Legal on Responsible investment.
Prime Minister Theresa May has delayed Parliament's vote on the proposed Withdrawal Agreement which would govern the terms of the UK's departure from the EU. It remains to be seen whether there will be sufficient support for the deal when Parliament comes to vote on it in January 2019.
Travers Smith LLP has advised The Access Group, one of the UK's leading providers of software to mid-market customers, on its acquisition of Rapidata Services Limited.
Recent months have borne witness to increasing pressure from NGOs, watch groups and the UK Government on organisations to comply with their corporate reporting obligations under the UK's Modern Slavery Act (MSA). If you fail to comply, be prepared for public "naming and shaming" in 2019.