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Charlie Bischoff, a partner in our Finance team who co-heads our Fund Finance practice alongside Danny Peel, moderated the Covenantal Relationships Panel at the recent European Fund Finance Symposium in London last month. The panel consisted of Russell Evans (National Australia Bank), Kim Nguyen (Commonwealth Bank of Australia), Matthew Maguire (Park Square Capital) and Keith Pickard (InfraRed Capital Partners). The following are a selection of the key themes arising from the panel discussion.

The concept of "relational contracts" is not new but has recently started to crop up more often in judgments on contractual disputes. This matters because, as we explain below, a finding that your contract is "relational" can make a significant difference to the way it is interpreted by a court.

Key employment and business immigration developments for employers.

The decision in the LifeCare appeal (APP/X5210/W/18/3198746 10 June 2019), in which the Planning Inspectorate held that future income should be included in a viability analysis, adds further fuel to the fire about how various kinds of retirement living and elderly accommodation, with or without care services, are classified under planning law, and the impact that this will have on the viability of such developments.

We live in a connected world. And the problem with a connected world, is that every connection is potentially vulnerable to cyber attack.

New rules implementing the Shareholder Rights Directive II ("SRD II") have come into force today. There are two key areas of change that are relevant to listed companies:

Asset-backed or net asset value (NAV) facilities as a feature of the fund finance landscape are not new, but their prevalence and uses have increased over the last five years in particular.

Giving employees shares in the company they work for is often seen as an effective motivational tool. Some owners go even further and hand their workers a controlling stake in the business by transferring it to a specially formed employee ownership trust ("EOT"). John Lewis is often cited as the classic example of an employee-owned company but there are many others including global operators, PA Consulting and Mott MacDonald.

In July 2018 we circulated a briefing note outlining the European Parliament's approval of a revised proposal to amend EMIR, also known as "EMIR 2.1", (which can be found here) as part of its REFIT programme. This briefing note outlines a further development in respect of EMIR 2.1, which will be particularly relevant to managers of alternative investment funds ("AIFs") who are, or may become, users of derivatives.

The FCA has raised concerns about appointed representative (AR) arrangements entered into by firms in the investment management sector (including AIFMs, asset managers and advisorarrangers). The FCA has identified significant shortcomings in the way that principal firms oversee their ARs, and has found that principal firms often do not adequately assess the risks that the activities of ARs pose to the principal firm's business. In particular, the FCA has stated that it has significant concerns about the use of the "Host AIFM model" under which an AR provides advice to the AIFM, as its principal, and often markets and deals in the units of the AIF.

On 16 April 2019, the European Parliament adopted a new package of measures which will amend the existing regimes governing the cross-border distribution of collective investment funds in the EU: a Directive (CBD Directive) will amend the existing regimes for cross-border marketing of alternative investment funds (AIFs) and undertakings for collective investment in transferable securities (UCITS); and a
Regulation (CBD Regulation) will introduce new standardised requirements for cross-border fund distribution in the EU.

A significant re-think is underway of UK scrutiny of mergers on grounds of national security in the context of heightened sensitivity around foreign involvement in key infrastructure and assets. This briefing summarises the current position, looks at what these changes are likely to mean and whether they represent a move towards a more protectionist approach.

This briefing outlines the key practical points to bear in mind when your business is entering into a contract as a supplier of goods and/or services with another business. It also includes a list of "Do's and Don'ts".

On 15 April 2019, H.M. Treasury published a consultation paper seeking views on the transposition of the Fifth Money Laundering Directive (MLD 5) in the UK.

Key employment and business immigration developments for employers

The new Regulation on prudential requirements for MiFID investment firms (IFR) and the accompanying Directive (IFD) have now been passed by the European Parliament and, subject to adoption by the European Council (which is expected shortly), will become law.

The government has published draft regulations (the Companies (Directors' Remuneration Policy and Directors' Remuneration Report) Regulations 2019) which will, if implemented, make changes to the directors' remuneration regime for quoted companies in order to comply with the new EU Shareholder Rights Directive ("SRDII").

Any company that operated an employee share incentive arrangement (whether tax-advantaged or not) in the 2018/2019 tax year must file an online return with HM Revenue & Customs (HMRC) by 6 July 2019 to avoid penalties. An initial penalty of £100 will be due if a return is just one day late.