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Several recent cases highlight the importance of process for both customers and suppliers when contracting on standard terms (or a mixture of standard terms and "bespoke" terms). In this briefing, we highlight some of the key pitfalls for the unwary, particularly around the so-called "battle of the forms".
"It does not follow that documents obtained lawfully in one jurisdiction are available for use in litigation in another." The High Court confirms in Suppipat v Siam Bank [2022] EWHC 381 (Comm) that, where documents obtained in litigation outside the jurisdiction are proposed to be put in use by a party to English proceedings, English law, as the lex fori, will determine the questions of loss of privilege and confidentiality.
As we have previously reported, many commercial landlords and tenants have had discussions about the extent to which they can comply with their leasehold obligations during the Covid-19 pandemic. The UK Government put in place a number of protective measures for tenants over the course of the past two years.
It is certainly a busy time for those in the real estate sector with an interest in tax matters. Next month (April) sees the introduction of the residential property developer tax (RPDT), changes to the REIT rules and the introduction of the qualifying asset holding company (QAHC) regime.
On 15 March 2022, the Economic Crime (Transparency and Enforcement) Bill (the "Bill") received Royal Assent, and is now known as the Economic Crime (Transparency and Enforcement) Act 2022 (the "Act"). As explained in our recent briefing on the Bill, the Act introduces a register of beneficial ownership information for overseas entities that own or buy UK property ("the Register"), as part of the government's package of sanctions against Russia and in order to progress its longer-term strategy of combatting economic crime.
The High Court has confirmed the narrow scope of the "iniquity exception" to legal professional privilege in a fraud claim brought by a London law firm against a former client. The firm sought to rely on privileged communications and confidential information in its evidence.
On 15 March 2022, the UK's new Economic Crime (Transparency and Enforcement) Act (the "ECA") received Royal Assent. The legislation contains a number of important provisions, including the introduction of a new 'Register of Overseas Entities' and reforms to unexplained wealth orders.
In a bid to bolster its attractiveness to the asset management sector, the UK is introducing a new tax efficient vehicle: the qualifying asset holding company (“QAHC”, pronounced “quack”). The elective regime will be introduced in April 2022 and, by providing a simplified basis of taxation and a host of generous tax benefits, should allow the UK to compete with Luxembourg and other competitor jurisdictions.
Key employment and business immigration developments for employers.
There is a lot going on in the world of tax which will be of interest to those in the asset management sector. Relevant developments include international projects (such as the ongoing push to implement the OECD’s Pillar One and Pillar Two proposals and the publication of the EU’s shell entity proposals) but the domestic UK position should not be overlooked, with several exciting initiatives in train.
A regular briefing for the alternative asset management industry.
In 2016 the Government introduced a requirement for all UK companies to maintain a register of "People with Significant Control", and announced its intention to establish a register of beneficial ownership information for overseas entities that own or buy UK property ("the Register").
At the end of last month BEIS published non-binding guidance for large companies and LLPs on the obligation to make climate-related financial disclosures in their annual accounts. In-scope entities will have to prepare for the new obligations and ensure that their governance structure and financial planning and reporting processes are fit for purpose.
On 28 February 2022, the EU Platform on Sustainable Finance (the Platform) published its Final Report on a potential Social Taxonomy. This sets out the Platform's proposals for a structure for a social taxonomy under EU sustainability legislation.
The European Commission recently unveiled its long-awaited proposal for a directive on corporate sustainability due diligence, which is designed to tackle human rights and environmental impacts across value chains (the "CSDD").
Earlier this week HM Treasury published the outcome of its UK Prospectus Regime Review. As proposed in the July 2021 consultation paper, the government will be replacing the current prospectus regime it inherited from the EU Prospectus Regulation. The main aims of the reform are simplifying regulation in this area; making it more agile and dynamic; facilitating wider participation in the ownership of public companies and improving the quality of information received by investors.
Early on the morning of 24 February 2022, the Russian military invaded Ukraine. The full scope of the Russian military operation continues to remain unclear.
As outlined in our previous briefing note on the Corporate Insolvency and Governance Act 2020, a new restructuring tool was introduced in June 2020 in the form of the Part A1 free-standing moratorium (the "Moratorium"). The Moratorium was introduced with the intention of providing companies in financial distress breathing space to allow them to explore restructuring options whilst being protected from the majority of creditor action, similar to the protection afforded to a company in administration. A feature of the Moratorium is the appointment of an independent monitor.
The UK’s International Data Transfer Agreement (IDTA) and the Addendum to the new EU SCCs (Addendum), together with accompanying transitional provisions, were laid before Parliament 2 February 2022. Unless Parliament objects (which is unlikely), they will come into effect on 21 March 2022.