<p>Filter Knowledge</p>

In Lehman Brothers Special Financing Inc. v National Power Corporation and another [2018] EWHC 487 (Comm), the High Court ruled that the requirement to use "commercially reasonable procedures" to produce a "commercially reasonable result" in determining the Close-out Amount under the 2002 ISDA Master Agreement was to be assessed by reference to an "objective" standard of reasonableness. This decision emphasises the need for close scrutiny of the exact contractual wording in question in determining the ambit of any contractual discretion.

In two recent high-profile takeovers, bidders gave binding commitments as to the conduct of the target business post-completion, in order to protect broader stakeholder interests. This legal briefing considers the regulatory framework for these commitments, and highlights that a bidder needs to consider not only the price to offer shareholders, but also what protections it is extending to other stakeholders.

It has been exactly twelve months since the UK submitted its notification of withdrawal from the EU under Article 50 of the Treaty on European Union. In twelve months' time, assuming that there has been no agreed extension of the negotiating period or permitted revocation of the withdrawal notification, the UK will officially leave the EU and become a "third country".

The UK’s real estate market attracts significant levels of investment from across the world, and many global corporate occupiers. It is not unusual for one or more of the landlord, tenant or guarantor in a commercial letting to be an entity based outside England and Wales.

This chapter of Global Legal Insights Fund Finance 2018 considers a number of key structural and documentary legal issues that should be considered by any manager thinking about entering into derivatives transactions at fund level.

A change in the way we work, ever-improving technology and a shift in workplace culture are just some of the key drivers in changing the way we do business faster than ever before.

At the end of last week the LSE published a notice announcing changes to the AIM Rules for Companies and the AIM Rules for Nominated Advisers, most of which will take effect on 30 March 2018. This follows the LSE's discussion paper last summer 2017 and the subsequent consultation in December 2017.

Pre-commencement conditions are powerful things: unless they are satisfied, then any works done to implement a planning consent will not count, and the consent will not have been properly implemented. If this occurs near to the expiry date, there is a risk that the consent will expire without having been implemented, and any works done on site deemed to be unlawful.

In the wake of the 2007 credit crunch, corporate debt was often trading in secondary markets significantly below par, largely reflecting lender liquidity concerns. This prompted certain borrowers to acquire their own debt, either as an investment opportunity or simply as a cheap way to de-lever and obtain financial covenant headroom.

The European Commission has recently issued a communication setting out the effect that Brexit will have on European Union intellectual property rights.

Sam Kay writes about the UK Investment Management Strategy.

In Phones 4u Ltd (In Administration) v EE Ltd (2018), the High Court struck out EE's claim for £200 million in damages because of the wording of a letter terminating its distribution arrangements with Phones 4u. The letter was effective in terminating the relevant contract only in exercise of EE's right under a contractual provision allowing termination for insolvency - and not for alleged repudiatory breach by Phones 4u under common law.

On 10 January 2018, the Government published its plan to improve the environment over a 25 year period. It discusses a wide range of ideas, including planting one million urban trees, regulating farms and fisheries after the UK leaves the EU, and establishing a new national forest.

It has been settled HMRC practice for some time now that the 1.5% stamp charge set out in FA 1986 in relation to the issue and transfer of UK shares to clearance services and depositaries was restricted by EU law, such that it should arise only on the transfer of shares which were not integral to the raising of capital for the company in question. 

This article considers how certain alternative investment funds (currently those managed by a manager authorised under the Alternative Investment Fund Managers Directive and potentially, in future, all EU alternative investment funds) may need to update their legal documentation in order to margin (exchange collateral on) their derivatives transactions. It also touches upon whether alternative structures are available to allow funds to execute their risk management strategies without the need to margin.

In Phones 4U Ltd (In Administration) –v- EE Ltd [2018] EWHC 49 (Comm), the High Court ruled that EE's counterclaim for damages for loss of bargain had no real prospect of success on the basis that the terms of a termination letter sent by EE were effective in terminating the relevant contract only in exercise of its right under a contractual provision and not in the acceptance of an alleged repudiatory breach by Phones 4U under common law.

In July 2017 the Department for Communities and Local Government issued a consultation paper seeking views from the real estate industry on various proposals to deal with public concerns regarding the sale of leasehold houses. Yesterday it responded, announcing that it will legislate to ban the grant of new residential long leases on houses.