Allen & Overy LLP

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1221 Avenue of the Americas
New York, NY 10020, United States
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1,000+ Attorneys

Termination Of Credit Agreements — Not Always Straightforward

Whether a bank may validly terminate a credit agreement, even on the basis of a contractually agreed termination provision, is often not straightforward and depends on the type of borrower, the availability of alternative…more

Borrowers, Credit Agreements, Duty of Care, Loan Agreements, Netherlands

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Pensions Academy, Autumn 2022: what we covered

Throughout the week of 31 October 2022 we hosted our Pensions Academy Online - an update on issues for pension schemes and the people that run them. Please find a summary of the key takeaways from the week below…more

Employee Benefits, Pension Schemes, Pensions, UK

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The world needs different

Becoming a truly diverse and inclusive organisation remains a top priority, as A&O adds disability and social mobility to its focus…more

Business Strategies, Career Development, Disabilities, Diversity, Diversity and Inclusion Standards (D&I)

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Enhancing the insolvency tools for insurance companies

In July 2022, the UK government proposed two key changes to the existing insolvency arrangements in respect of insurance companies as part of a wider set of reforms to the existing Financial Services and Markets Act 2000 (FSMA…more

FSMA, Insolvency, Insurance Industry, Reinsurance, UK

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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Want to be a millionaire? Just remember to read the small print

“Match any of the WINNING NUMBERS to any of YOUR NUMBERS to win PRIZE.” In rejecting a lottery player’s reliance on this term, the High Court allowed the small print to prevail…more

Contests & Promotions, Contract Terms, Lottery, Prizes

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MEMR 16/2019: a ray of sunshine for Indonesia’s rooftop Solar PV industry

New MEMR regulation has reduced the capacity charge that has hindered installation of behind the meter rooftop solar photovoltaic projects…more

Energy Projects, Energy Sector, Indonesia, Renewable Energy, Solar Energy

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EU-U.S. Data Privacy Framework: adequacy decision adopted, the framework becomes operational

On 10 July 2023, the European Commission adopted the adequacy decision for the EU-U.S. Data Privacy Framework (DPF). This decision enables the free flow of personal data from the EU and three EEA countries (Iceland,…more

Cross-Border Transactions, Cybersecurity Framework, Data Privacy, Department of Transportation (DOT), EU

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Antitrust in focus - November 2023

This newsletter is a summary of the antitrust developments we think are most interesting to your business. Börries Ahrens, partner based in Hamburg, is our editor this month. He has selected: Significant reforms to German…more

Anti-Competitive, Antitrust Division, Australia, Competition Act, Digital Markets Strategy

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The Supreme Court of Thailand issues judgement endorsing the use of SIAC Expedited Procedure

The Supreme Court of Thailand has burnished its pro-arbitration credentials in a recent decision that recognises the primacy of the SIAC Expedited Procedure and promotes certainty for parties involved in Thailand-related SIAC…more

Arbitration, Arbitration Awards, International Arbitration, SAIC, Thailand

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Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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Six indicia of a strong corporate whistleblower program: new Australian guidance

A new report from the Australian Securities and Investments Commission (ASIC) should prompt companies to consider whether any changes need to be made to align their whistleblower program with ASIC’s proposed “good practices”…more

ASIC, Australia, The Corporations Act, Whistleblower Protection Policies, Whistleblowers

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Great Fund Insights: Asset managers in the Middle East gear up for a busy time

Despite challenges around fundraising and heightened investor and regulatory scrutiny in an uncertain economic climate, alternative asset managers in the Middle East are continuing to have a busy year. Here, A&O Middle East…more

Asset Management, Banking Sector, Banks, Financial Institutions, Investment

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The Register of Overseas Entities – what the real estate industry needs to know - March 2024

The Economic Crime (Transparency and Enforcement) Act 2022 requires overseas entities which own, or wish to acquire, certain real estate in the UK to register with Companies House and to provide, and keep up-to-date, information…more

Beneficial Owner, Corporate Transparency Act, Enforcement Actions, Investors, Lenders

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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Court of Justice finally settles Tecfidera regulatory data exclusivity dispute

A medicinal product containing only one of two active substances contained in an earlier product is not part of the global marketing authorisation and is, therefore, entitled to its own data protection period…more

EU, European Commission, Life Sciences, Pharmaceutical Industry

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Takeaways from Treasury's proposed regulations on U.S. tax credits for clean hydrogen production

The U.S. Treasury Department (Treasury) and the Internal Revenue Service (the IRS) issued proposed regulations on December 22, 2023, providing initial guidance on the clean hydrogen tax credit under section 45V (the 45V Credit)…more

Department of Energy (DOE), Energy Projects, Energy Sector, EU, Greenhouse Gas Emissions

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Takeaways from Treasury's proposed regulations on U.S. tax credits for clean hydrogen production

The U.S. Treasury Department (Treasury) and the Internal Revenue Service (the IRS) issued proposed regulations on December 22, 2023, providing initial guidance on the clean hydrogen tax credit under section 45V (the 45V Credit)…more

Department of Energy (DOE), Energy Projects, Energy Sector, EU, Greenhouse Gas Emissions

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New Federal Law By Decree No.32 of 2021 on Commercial Companies

Introduced yesterday, The New Companies Law brings a number of amendments, most notable of which is the introduction of special purpose acquisition companies and special purpose vehicles. …more

Securities and Commodities Authority (SCA), Special Purpose Acquisition Companies (SPACs), Special Purpose Vehicles, United Arab Emirates (UAE)

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Collaboration with Justice Without Borders: Training a local Indonesian community on migrant workers’ rights

Migrant workers are a huge contributor to many economies, particularly in the Asia Pacific region. Last year, Indonesian migrant workers were second only to the oil and gas sector in the amount of income they generated in the…more

Indonesia, Migrant Workers, Pro Bono

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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France considers retroactive solar tariffs cuts, at the risk of facing investment-treaty claims

On 13 November 2020, the French National Assembly (Assemblée nationale) approved an amendment to the draft Finance Law (Projet de loi de finances) for 2021, which seeks to implement a “targeted retroactive revision” of the…more

Energy Sector, France, Renewable Energy, Solar Energy, Tariffs

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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MLROs in the spotlight – what does the FCA expect?

The role of the Money Laundering Reporting Officer (MLRO) within authorised firms has been the subject of ever-growing scrutiny from the UK Financial Conduct Authority (FCA). In January 2022, the FCA issued written guidance to…more

Anti-Money Laundering, Banks, Enforcement Actions, Financial Conduct Authority (FCA), Financial Crimes

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One Step Closer to a Mandated Reference Checks Regime: the MAS finalises its proposals for the regime

The Monetary Authority of Singapore (MAS) has recently finalised its proposals on mandating reference checks. The finalised proposals are substantially in line with those initially proposed in its Consultation Paper on…more

Financial Services Industry, Monetary Authority of Singapore, Outsourcing, Payment Services Directive, Reference Checks

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Brexit – Legal Consequences For Commercial Parties: Derivatives – Possible Implications

This article aims to highlight some of the areas in which Brexit may impact the derivatives markets and discusses possible documentation, regulatory and legal implications. However, it is important to note that the particular…more

Central Counterparties, Derivatives, EU, ISDA Master Agreement, Over The Counter Derivatives (OTC)

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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Private Markets Global Trends 2024

Private markets have shown remarkable resilience and innovation in the face of unprecedented challenges and opportunities in the past few years. From the pandemic to the digital transformation, from the climate crisis to the…more

Capital Markets, Capital Raising, Fund Managers, Fund-raising, Investment

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Lummis-Gillibrand Responsible Financial Innovation Act proposes comprehensive regulatory framework for digital assets in the United States

On June 7, 2022, Senator Kirsten Gillibrand (D-NY) and Senator Cynthia Lummis (R-WY) introduced the Responsible Financial Innovation Act (RFIA), a highly anticipated legislative proposal that, if enacted by Congress and signed…more

CFTC, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Popular

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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It’s time to review your family friendly policies ahead of forthcoming changes

From 6 April 2024, new rules affecting a number of family friendly rights will come into force. The new and revised statutory duties on flexible working, paternity leave and carer’s leave will necessitate a review of…more

Employee Benefits, Employees, Employer Liability Issues, Flexible Work Arrangements, Human Resources Professionals

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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Global M&A Insights - Innovation thrives amid challenging conditions

As we look ahead to the second half of 2023, the outlook for M&A remains complex. In the six months to the end of June, global deal value stood at USD1.2 trillion, around one-third of last year’s annual total. …more

Antitrust Provisions, Cross-Border Transactions, Department of Justice (DOJ), EU, European Commission

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Towards mandatory TCFD

The recommendations of the Task Force for Climate-related Disclosures (TCFD) are voluntary, but are fast gaining traction within sustainability/ESG policy and regulation. …more

Climate Change, Corporate Governance, Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Task Force on Climate-related Financial Disclosures (TCFD)

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Regulatory monitoring - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBS: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Banking Sector, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Investment

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MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

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2021/2022 – Another eventful year for Thai competition law

While the ongoing global pandemic has had a temporary braking effect on some business sectors and international travel, Thai competition law has continued to develop at pace in an attempt to catch up with the evolving global and…more

Antitrust Provisions, Competition, Japan Fair Trade Commission (JFTC), Merger Controls

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Optis v Apple [2021] EWHC 2564 (Pat): Apple found to be an “unwilling licensee”

The “unwilling licensee” issue has been a vexed one, with uncertainty as to whether such a concept exists, its relevance, and what an implementer must do to avoid becoming one. As for the concept of FRAND itself, there is no…more

FRAND, Patent Infringement, Patent Litigation, Patents, UK

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The UPC Court of Appeal in action: Insights from the first hearing before the UPC Court of Appeal

Today marked a ‘historic moment’ for the UPC, as Klaus Gabrinsky, the President of the UPC Court of Appeal, noted in his opening remarks: the first UPC Court of Appeal hearing, on 18 December 2023 in Luxembourg. The case at…more

Appeals, Luxembourg, Patents, Pharmaceutical Patents, Pleadings

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Regulatory monitoring: EU version - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBA: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Anti-Money Laundering, Artificial Intelligence, Banking Regulators, Banking Sector, Capital Markets

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One year on: A&O’s global pro bono legal support for Ukrainian refugees

A year ago on 23 February 2022, Russia and Ukraine stood on the brink of war. And then, just a few hours later on 24 February, Russia invaded Ukraine in a major escalation of the Russo-Ukrainian conflict which began in 2014…more

NGOs, Pro Bono, Refugees, Ukraine

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LIBOR transition and loan hedging: basis risk and how to deal with it

Global LIBOR transition efforts continue apace. However, switching hedged loans to risk free rates is a particularly challenging area. We discuss what borrowers, lenders and hedge providers really need to focus on in order to…more

Borrowers, Inter-Bank Offered Rates (IBORs), ISDA, Lenders, Libor

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Diamond Sports Group swings for the fences (and strikes out)

During a U.S. bankruptcy case, can a debtor pay something less than the full contract rate provided for in a contract entered into prior to the bankruptcy while still requiring the counterparty to fully perform its obligations…more

Bankruptcy Code, Bankruptcy Court, Breach of Contract, Chapter 11, Debtors

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Introduction of a "green covered bonds" regime in Luxembourg and modernisation of the existing framework

On 26 June 2018, the new Luxembourg law on “green covered bonds” amending certain provisions of the Luxembourg Act of 5 April 1993 on the financial sector* (the Law) was published in the Mémorial. Luxembourg is well-known in the…more

Banking Sector, Banks, Covered Bonds, Luxembourg, Renewable Energy

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Slovak FDI regime: what does it mean for your M&A and banking deals?

The Slovak FDI regime applies from 1 March 2023. What are the first impressions? The FDI Act dramatically expands the powers of certain Slovak authorities to scrutinise investments from the perspective of national security…more

Acquisitions, Banking Sector, Banks, EU, FDI Act

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Amount B or not to be? The OECD’s Pillar One Amount B report

The application of the arm's length principle (ALP) is not always easy or free from conflict between taxpayers and tax authorities and this is especially true for countries with low resources and limited reliable sources of…more

EU, Financial Transactions, International Tax Issues, OECD, Regulatory Requirements

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The ransomware hostage’s dilemma - should you pay the price?

Paying a cyber ransom will, allegedly, secure your data and give you back control of your systems. But there are legal, operational and ethical risks to consider…more

Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach, Data Protection

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Is a local GMO ban compliant with EU law?

On 7 July 2022, the Court of Justice of the European Union (the CJEU) issued a preliminary ruling on a regional law banning a Genetically Modified Organism (GMO) previously authorised in Europe…more

Court of Justice of the European Union (CJEU), Crops, EU, GMO, GMO Bans

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Closing the gap: the 2023 EU VAT Gap Report and beyond

The 2023 EU VAT Gap Report, recently published by the European Commission, demonstrates that the VAT gap narrowed again in 2021, continuing the trend that began in 2013. In this article, we look at factors that are helping to…more

Cross-Border, EU, European Commission, Registration Requirement, Taxation

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Managing your FIRB approval compliance obligations

Recent changes to Australia’s foreign investment and acquisition regime have led to an increase in the regularity and scope of conditions imposed by the Treasurer on approvals granted to foreign entities investing in Australian…more

Australia, FIRB, Foreign Acquisitions, Foreign Investment

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Criteria published for registering as a bankruptcy expert in UAE

In a development which will be of interest to those in the restructuring community, the UAE’s Financial Reorganization Committee (the FRC) has codified, via an Approved Guide1, the steps that insolvency practitioners will need…more

Insolvency, Reorganizations, Restructuring, United Arab Emirates (UAE)

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EU Regulation on foreign subsidies enters into force - implications for private equity investors

Implications for private equity investors. What is the issue? The EU is concerned about subsidies granted by non-EU countries that could distort competition in EU markets. In November 2022, the European Parliament and the…more

Capital Markets, Competition, EU, Foreign Direct Investment, Foreign Subsidies

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UPC Insights: Security for legal costs

The UPC decides that the defendant’s financial situation and location matter. On 30 October 2023, the Munich Central Division of the UPC (the Court) issued an order stating that NanoString must provide security to Harvard for…more

Enforcement Actions, EU, Ex Parte, Intellectual Property Protection, Life Sciences

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The 2024 employment and welfare changes introduced by “decreto anticipi” and the budget law

As usual, the transition from one year to the next brings several important changes for businesses and employees. 2024 is no different: here is a quick overview of the main changes, affecting both employment and social…more

Employee Benefits, Employer Liability Issues, EU, Fringe Benefits, International Labor Laws

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Unpacking the FCA’s survey on non-financial misconduct

The Financial Conduct Authority’s (FCA) latest survey issued to certain regulated firms suggests that tackling non-financial misconduct remains a key strategic priority for the UK regulator. This comes hot on the heels of wider…more

Diversity and Inclusion Standards (D&I), Employer Liability Issues, Enforcement Actions, EU, Financial Conduct Authority (FCA)

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What are technology investors doing to retain and incentivise key personnel in their acquisitions?

With many technology companies using transactions to acquire talented people, as well as products and services, it is no surprise that employment issues are at the top of their due diligence agendas…more

Acquisitions, Employee Retention, Incentives, Investors, Technology Sector

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Alumni Yearbook - A responsible business

Change is becoming one of the few certainties at Allen & Overy as it adapts to the ever-developing consequences of globalism, technology and human resources. As a responsible business at the forefront of innovation, we have much…more

Artificial Intelligence, Career Development, Corporate Social Responsibility, Disabilities, Diversity and Inclusion Standards (D&I)

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CFTC announces proposed guidance and a request for comments regarding voluntary carbon credit derivative contracts

\On December 4, 2023, the U.S. Commodity Futures Trading Commission (“CFTC”) announced that they were seeking public comment on proposed guidance for the listing of voluntary carbon credit (“VCC”) derivative contracts.1…more

CFTC, Climate Change, Commodities, Derivatives, Environmental Policies

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Belgian investigations trends and developments in white collar crime

We continue to see increased investigation and prosecution of corruption, fraud, modern slavery and workplace misconduct, especially in the construction, transportation and financial sectors. Investigations are boosted by a…more

Belgium, Compliance, Construction Industry, Corporate Crimes, Corporate Misconduct

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Carbon transport and storage in the UK

Today the UK Government has announced which two carbon transport and storage clusters have been successful in the initial phase of the UK Government's carbon capture, usage and storage cluster sequencing process. …more

BEIS, Carbon Emissions, Energy Sector, Oil & Gas, UK

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The CFPB proposes federal supervision for Big Tech and other digital payment providers

In response to what it sees as the growing influence of ‘Big Tech’ and other large technology companies in consumer financial markets, the Consumer Financial Protection Bureau (CFPB) has introduced a proposed rule to establish…more

Big Tech, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Digital Service Providers, Financial Markets

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EU cracks down on the criminal enforcement of sanctions violations

With a ninth sanctions package against Russia in the making, the EU’s sustained response to the war in Ukraine has demonstrated that sanctions will remain at the forefront of EU policymaking. The array of sanctions adopted in…more

Criminal Liability, Criminal Prosecution, Economic Sanctions, EU, Sanction Violations

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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Directing the pro bono response to a growing international refugee crisis

The number of people forcibly displaced in the world has reached over 100 million for the first time, with sudden and large scale crises in Afghanistan and Ukraine intensifying an already growing problem. Around half of the…more

Afghanistan, Asylum, Family Reunification, Immigration Procedures, Legal Aid

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Pension scheme liquidity

Are you prepared if the tap gets turned off again? The October 2022 ‘mini’ budget threw pension scheme liquidity into the mainstream news, with reports that schemes were on the verge of collapse and the Bank of England…more

Employee Benefits, Pension Schemes, Pensions, The Pensions Regulator (TPR), UK

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What are technology investors doing to retain and incentivise key personnel in their acquisitions?

With many technology companies using transactions to acquire talented people, as well as products and services, it is no surprise that employment issues are at the top of their due diligence agendas…more

Acquisitions, Employee Retention, Incentives, Investors, Technology Sector

See all updates »

Regulatory monitoring - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBS: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Banking Sector, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Investment

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Securitisation: significant changes introduced by “Milleproroghe” Decree

On 1 March 2020 the law (the Law) converting law decree No.162 of 30 December 2019 (the so-called Milleoproroghe Decree) came into force…more

Insolvency, Italy, Securitization, Special Purpose Vehicles

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[Webinar] Life Sciences Series | Generics Market Entry in the EU: Key Considerations for Innovators - January 25th, 11:30 am EST

In this episode of our Exclusively Life Sciences webinar series, our experts from our EU team will share best practices for innovators to protect their competitive advantage when generics enter the market…more

Best Practices, Drug Pricing, EU, Generic Drugs, Life Sciences

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

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Federal Circuit affirms district court finding of no induced or contributory infringement of generic depression drug

In H. Lundbeck A-S v. Lupin Ltd., Case No. 2022-1194 (Fed. Circ. December 7, 2023), Plaintiffs, H. Lundbeck A/S (“Lundbeck”) and Takeda Pharmaceutical Company Ltd., Takeda Pharmaceuticals U.S.A., Inc., Takeda Pharmaceuticals…more

Abbreviated New Drug Application (ANDA), Appeals, Hatch-Waxman, Intellectual Property Protection, Life Sciences

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Responsible AI: navigating the risks and embracing the possibilities

The launch of GPT-4 has led to the widespread use of generative artificial intelligence (AI). As the first law firm – and one of the few firms of any sort – with experience in deploying GPT-4 across our business, we’re helping…more

Artificial Intelligence, Bots, Ethics, Innovative Technology, Machine Learning

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Trade policy vital for sustainability despite questions

From tariffs on high carbon goods to technical regulations that set emissions targets, well-designed trade policy is critical to deliver Net Zero. But there is growing debate over whether such measures are compatible with…more

Climate Action Plan, Climate Change, Free Trade Agreements, Greenhouse Gas Emissions, Net Zero

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Feeling conflicted: SEC Rule 192 and you

On January 25, 2023, the United States Securities and Exchange Commission (the SEC) revived a proposed rule (initially proposed in September 2011) pursuant to Section 27B (Proposed Rule 192) aimed at preventing material…more

ABS, Asset-Backed Securities, Conflicts of Interest, Liquidity, Proposed Rules

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FATF recognises significant improvements to the UAEs anti-money laundering regime

Summary - In June 2023, the Financial Action Task Force (FATF) issued a report addressing the progress made by the UAE in improving its level of compliance with the FATF Standards, since the FATF’s previous Mutual Evaluation…more

AML/CFT, Anti-Money Laundering, Counter-Terrorist, Financial Action Task Force, Financial Transactions

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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Paving the way for the future of payments – Instant payments at a glance

As the final compromise text of the so-called Instant Payments regulation has just been published, our regulatory payment experts have summarised the key obligations that will apply to payment service providers in this context,…more

EU, European Parliament, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of a…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Mergers

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Indonesia passes carbon tax bill as part of GHG regulation effort

There are two important legislative developments in Indonesia as the country attempts to meet its obligations under the Paris Agreement. Indonesia’s House of Representatives (Dewan Perwakilan Rakyat or DPR) has passed an omnibus…more

Carbon Emissions, Carbon Taxes, Climate Change, Greenhouse Gas Emissions, Indonesia

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Third annual report on EU foreign investment reveals a significant increase in formal screenings

The European Commission (EC)’s third annual report on EU foreign direct investment (FDI) screening covers the operation of the screening mechanism in 2022. Together with a Commission Staff Working Document, it details statistics…more

Antitrust Provisions, Competition, EU, European Commission, European Court of Justice (ECJ)

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Building a pathway to green real estate in the UAE

The UAE is leading the way in the Middle East in incorporating sustainability and environmental standards in construction and real estate. Ian Bevan and Ejiro Otu discuss that there is still more to be done to incentivise green…more

Building Standards, Climate Change, Dubai, Global Market, Green Buildings

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Delaware Chancery Court declines to grant specific performance in a broken de-spac deal due to inherent limitations of the remedy

Decision underscores the practical realities required for a court to enforce a specific performance clause, and the importance of having “clean hands” for parties to be eligible for this specific remedy…more

Acquisitions, Corporate Governance, Delaware, Delaware General Corporation Law, Mergers

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FCA ramps up its data driven approach to D&I

Data appears to be at the centre of everything; from understanding supply chain dynamics, to digital marketing. With its continued focus on becoming a data driven regulator, the UK Financial Conduct Authority (FCA) now expects…more

Data Collection, Diversity and Inclusion Standards (D&I), Financial Conduct Authority (FCA), UK

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To deliver change, regulation must respect the efficiency of the debt capital markets

Excessive rigidity has the potential to drive away issuers. Authorities focused on delivering Net Zero must therefore design rules with this in mind…more

Association of Southeast Asian Nations (ASEAN), Capital Markets, Debt Market, EU, Financial Conduct Authority (FCA)

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Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

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New York proposes sovereign debt restructuring legislation

Legislators in the State of New York (NY), whose law governs many sovereign debt contracts, introduced three general categories of bills related to sovereign debt restructurings. The first is intended to provide support under NY…more

Coronavirus/COVID-19, Debt Restructuring, Debt Service Suspension Initiative, EU, Legislative Agendas

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Bank terminates customer relationship without notice for “exceptional circumstances” on suspicion of financial crime and money laundering

The High Court has held that a bank’s right to terminate a customer relationship without notice in “exceptional circumstances” covers a situation in which an authorised payment institution’s accounts have been determined by the…more

Banking Sector, Banks, Financial Crimes, Financial Institutions, Money Laundering

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The new space race: Managing disputes risks in a lawless and limitless environment

The dynamics of the new space race significantly increase disputes risks as space becomes more congested and the competition to get ahead intensifies. Until recently, the thought of humans reaching outer space as tourists in…more

Aerospace, Competition, Innovation, Outer Space, Public Private Partnerships (P3s)

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An update on China’s control over outbound investments and remittance

On August 18, 2017, the State Council of China issued a notice forwarding the Guiding Opinions on Further Guiding and Regulating the Direction of Outbound Investments (the Guiding Opinions) as jointly drafted by the National…more

China, Investment, MOFCOM, NDRC, People's Bank of China

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Priorities, Priorities: what is not in the FCAs latest Business Plan

The UK Financial Conduct Authority’s (FCA) 2023 Business plan suggests some subtle amendments to the priorities previously set out in its three-year strategy…more

Banking Sector, Consumer Protection Laws, Financial Conduct Authority (FCA), Financial Institutions, Financial Services Industry

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Inaugural meeting of the Administrative Committee of the UPC

On 22 February 2022, the Administrative Committee (AC) of the UPC held its inaugural meeting. The AC elected Mr Alexander Ramsay as Chair of the Committee as well as Mr Johannes Karcher (German Ministry of Justice) as…more

EU, Intellectual Property Protection, Patents, Unified Patent Court

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Sustainability-linked loans in Russia: a hot market

When it comes to sustainable lending, the Russian loan market is punching above its weight. Many of Russia’s leading corporates have raised ESG or sustainability-linked loans (in some cases, multiple loans) over the last couple…more

Banks, Environmental Social & Governance (ESG), International Banks, Sustainability

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UK Listing Rules reforms: Controlling shareholder regime and dual-class share rights

This is the last publication in a series of Allen & Overy publications on the FCA's Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness Review…more

Dual Class Share Structures, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Listing Rules, Shareholders

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Potential EU regulation for the compulsory licensing of patents to be studied by the European Commission

The European Commission has recently announced its intention to launch a call for evidence and public consultation on a potential new EU regulation concerning the compulsory licensing of patents…more

European Commission, Intellectual Property Protection, IP License, Patents

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War, sanctions and force majeure: a trifecta of trouble for an oil supply agreement

The court has looked at a “hindrance” on paying a debt in the context of a force majeure clause and whether a sanctions clause or the general law of sanctions excused payment. Litasco, a Swiss company wholly owned by a…more

Crude Oil, Economic Sanctions, Force Majeure Clause, Military Conflict, Oil Prices

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Gender diversity on corporate boards (UPDATED)

What to expect from the new EU Women on Boards Directive, including the practical changes for your management structure and the impact on the national legislation of each Member State. …more

Board of Directors, Corporate Governance, Diversity, EU, Woman Board Members

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Update – Germany tightens energy efficiency requirements: New challenges for companies and data centers

On 21 September 2023, the German Parliament passed the heavily discussed German Federal Act on the Increase of Energy Efficiency (Energieeffizienzgesetz – EnEfG) that aims at significantly increasing energy efficiency…more

Climate Change, Energy Efficiency, Environmental Social & Governance (ESG), EU, Germany

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New twist in the Illumina/GRAIL saga: Advocate General challenges European Commission’s power to review below-threshold mergers

In a much-anticipated opinion, Advocate General Nicholas Emiliou (AG) has advised the European Court of Justice (ECJ) to set aside the General Court (GC)’s Illumina/GRAIL judgment. The AG is of the view that the European…more

Antitrust Division, Antitrust Provisions, Competition, EU, EUMR

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Dutch Tax Plan 2016

Today, the Dutch Ministry of Finance published its Tax Plan 2016. In fact, the government sent six separate Bills to Parliament (one on 11 September and the other five on 15 September). Hereinafter we will refer to these six…more

Corporate Taxes, Cross-Border, Cross-Border Transactions, Financial Institutions, Mergers

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Federal Circuit affirms district court finding of no induced or contributory infringement of generic depression drug

In H. Lundbeck A-S v. Lupin Ltd., Case No. 2022-1194 (Fed. Circ. December 7, 2023), Plaintiffs, H. Lundbeck A/S (“Lundbeck”) and Takeda Pharmaceutical Company Ltd., Takeda Pharmaceuticals U.S.A., Inc., Takeda Pharmaceuticals…more

Abbreviated New Drug Application (ANDA), Appeals, Hatch-Waxman, Intellectual Property Protection, Life Sciences

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The Windsor Framework: MHRA to have power to licence all types of medicines to be supplied in the United Kingdom in single pack

The European Commission and the United Kingdom government announced on Monday that they have come to agreement on measures to alleviate the remaining practical difficulties in the supply of medicines to Northern Ireland that had…more

EU, European Commission, Life Sciences, Pharmaceutical Industry, UK

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Recent Changes Regarding Occupational Pensions

Focus on self-employed company leaders - A recent act has made various changes to the legal framework of occupational pensions for employees and self-employed company leaders. The key changes were outlined in our eAlert…more

EU, FSMA, Jurisdiction, Pensions, Small Business

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Get ready for an uptick in FCPA / anti-corruption enforcement

The U.S. Biden administration has announced a detailed new anti-corruption strategy, naming corruption as a core national security interest…more

Anti-Corruption, Corporate Liability, Corruption, Criminal Liability, Department of Justice (DOJ)

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European Commission opens unprecedented abuse of dominance probe in animal medicines sector

The European Commission (EC) has opened a formal antitrust investigation into whether animal health company Zoetis has breached EU antitrust law by preventing the market launch of a competing novel biologic medicine used to…more

Animal Health, Antitrust Investigations, Competition, EU, European Commission

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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Russian invasion of Ukraine - Implications for commercial parties

The human cost of Russia's invasion of Ukraine is devastating. It is rightly the focus of attention around the globe, including for commercial parties with operations or business relationships with a Ukrainian, Russian or…more

Economic Sanctions, Export Controls, Russia, Supply Chain, Ukraine

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UK considers changes to rules on transfer pricing, permanent establishments and diverted profits tax

HMRC has published a consultation paper anticipating reforms to the UK’s rules on transfer pricing, permanent establishments and diverted profits tax. This is a wide-ranging review and it may be that its constituent parts will…more

Diverted Profits Tax, HMRC, International Tax Issues, OECD, Transfer Pricing

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Investigations update: Hong Kong authorities ramp up enforcement in virtual assets and other sectors

Hong Kong has seen cryptocurrencies grow in popularity, highlighting the need for appropriate licensing regimes (implemented in the form of virtual asset service providers (VASPs)), bolstered by active enforcement…more

Criminal Liability, Critical Infrastructure Sectors, Cross-Border, Crowdfunding, Cryptocurrency

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Decarbonization can only be achieved by businesses working together. So is antitrust law a barrier?

Collaboration within an industry can only go as far as competition law will permit. In practice, where the application of competition law is unclear, collaboration will often only go as far as is comfortable for the most…more

Antitrust Division, Carbon Capture and Sequestration, Climate Change, Competition, Corporate Governance

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Tech and Special Purpose Acquisition Companies (SPACs) see interests align

As SPACs continue their urgent search for appropriate companies to acquire and take public, high growth technology companies are amongst the most sought after targets…more

Acquisitions, Initial Public Offering (IPO), Publicly-Traded Companies, Special Purpose Acquisition Companies (SPACs)

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Australia’s ACCC proposes major shift to mandatory merger regime and outlines sustainability and digital priorities

For a number of years the Australian Competition and Consumer Commission (ACCC) has advocated for amendments to the country’s merger control rules. The current regime is voluntary, and the ACCC cannot itself prohibit a…more

Australia, Australian Competition and Consumer Commission (ACCC), Competition, Merger Controls, Mergers

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

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ICO and AEPD take steps for protection of minors

The Information Commissioner’s Office (ICO) launched a campaign called ‘Think. Check. Share’ (the Campaign) on 29 January 2024, to promote responsible data sharing to safeguard children. The Campaign aims to provide…more

Cybersecurity, Data Management, Data Privacy, Data Protection, Data Security

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Approval of the Executive Regulations to the Egyptian Competition Law

The Cabinet of Ministers in Egypt has recently approved the Executive Regulations accompanying the newly revised Egyptian Competition Law. This endorsement represents a pivotal phase in the legislative evolution that…more

Acquisitions, Competition, Corporate Governance, Egypt, Filing Deadlines

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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Nine key takeaways from the UAE's new Hydrogen Strategy

The UAE published its long-awaited hydrogen strategy last week, aiming to outline the key steps needed to position the UAE as a top global producer of low carbon hydrogen by 2031 and to support the UAE’s announced target of net…more

Carbon Emissions, Clean Energy, Clean Power Plan, Climate Action Plan, Climate Change

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Infrastructure Investment and Jobs Act: Opportunities for private capital in the water sector

The Infrastructure Investment and Jobs Act (IIJA) was signed into law by President Biden on November 15, 2021 and provides for a USD105 billion public investment in U.S. water infrastructure. …more

Infrastructure, Infrastructure Investment and Jobs Act (IIJA), Investors, Water

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FASTER: the European Commission’s proposal to improve withholding tax procedures

The European Commission has released its much anticipated proposal on streamlining withholding tax procedures. The proposal for a Directive on the “Faster and Safer Relief of Excess Withholding Taxes” (or the “FASTER” proposal)…more

Capital Requirements Regulation (CRR), Cross-Border Transactions, CSDR, EU, European Commission

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Claimant ordered to disclose identity of third party funder

Stuart Barrie Wall v The Royal Bank of Scotland plc [2016] EWHC 2460 (Comm), 7 October 2016 - The Commercial Court ordered a claimant to disclose the identity of a third party funding the litigation he had commenced against…more

Litigation Fees & Costs, Litigation Funding, Royal Bank of Scotland, Third Party Funding, UK

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Search for scale and specialist expertise point to increased dealmaking among asset managers

Fundraising challenges, higher financing costs, market volatility and an ever-tighter regulatory environment are upping the pressure for M&A among asset managers. Those drivers, however, apply differently depending on which…more

Acquisitions, Asset Management, Banking Sector, Buyers, Capital Markets

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What are the benefits of the planned modernisation of German Arbitration law for practitioners and users?

German arbitration law is to be reformed to current needs and thus intended to be made more attractive overall. To this end, the German Federal Ministry of Justice on 1 February 2024 published a draft bill for an act to…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Minority investments: How to use corporate venturing for strategic gain

Corporate venturing – acquiring minority stakes in smaller, often high-growth or disruptive enterprises – can be a very effective tool for large, established companies looking to accelerate the digital transformation of their…more

Investment, Investors, Startups, Venture Capital

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Dutch Tax Plan 2016

Today, the Dutch Ministry of Finance published its Tax Plan 2016. In fact, the government sent six separate Bills to Parliament (one on 11 September and the other five on 15 September). Hereinafter we will refer to these six…more

Corporate Taxes, Cross-Border, Cross-Border Transactions, Financial Institutions, Mergers

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Sustainability disclosures – opening Pandora’s box?

The ESG reporting landscape has accelerated significantly in the past five years, with the nature and scale of reporting requirements changing. This article discusses recent trends around entity-level and product-level…more

Disclosure Requirements, Environmental Social & Governance (ESG), SFDR, Sustainability, Task Force on Climate-related Financial Disclosures (TCFD)

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Implicitly in the waste management business?

The High Court has provided another reminder of how exacting the test is for implied terms. Even if you are in the waste management business…more

Breach of Contract, Contract Terms, UK, Waste Management

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The importance of a holistic approach to human rights

To mark International Human Rights Day, we hear about some of A&O’s work on economic, social, cultural and collective human rights…more

Human Rights, Pro Bono

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UK Regulation post-Brexit - Adjusting to the landscape for UK equity capital market participants

With the EU and the UK having reached a free trade agreement which sets out a framework for the substantial agreements to be put in place to govern their future relationship and the UK having left the single market and the…more

Capital Markets, EU, European Securities and Markets Authority (ESMA), Free Trade Agreements, MiFID

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Global antitrust enforcement: Trends to watch in 2024

Enforcement strengthens with more complexity - Globally, antitrust enforcement in 2024 is on track to repeat the themes of 2023. Expect continued use by the agencies of novel theories of antitrust harm and increasing…more

Acquisitions, Antitrust Provisions, China, Competition Authorities, DCMA

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LIBOR Transition – Legislative Solutions

As LIBOR (London Interbank Offered Rate) transitions, various jurisdictions are mapping out the path forward. …more

Banking Sector, Benchmarks, Financial Conduct Authority (FCA), Interest Rates, Libor

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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Implications of the National Security & Investment Act 2021 for distressed deals

The National Security and Investment Act 2021 (the Act) came into force on 4 January 2022 and is expected to have significant consequences in the distressed environment, particularly in relation to the enforcement of security…more

Insolvency, National Security, Notice Requirements, UK

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How to De-bank Customers Legally and Fairly: Lessons from Beyond Bank

Occurrences of de-banking have reportedly been increasing over the last decade1 as financial institutions seek to adapt to a changing regulatory and financial landscape. However taking such steps poses risks to financial…more

Anti-Money Laundering, Australia, Banking Sector, Banks, Financial Institutions

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Increased Focus on Forced Labor in the US and EU

U.S. Customs authorities impounded thousands of vehicles, showing risks to imports linked to forced labor. The U.S. government detained thousands of luxury vehicles deemed to contain a small electronic component sourced from…more

Automotive Industry, Customs and Border Protection, Enforcement, Entity List, EU

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SPACs listings in Hong Kong – a comparison among different jurisdictions

On 17 December 2021, the Hong Kong Stock Exchange (HKEX) published consultation conclusions allowing the listing of Special Purpose Acquisition Companies (SPACs) in Hong Kong. This follows the publications of new rules on SPACs…more

Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO), Special Purpose Acquisition Companies (SPACs)

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Allen & Overy and Standard Chartered launch guide to payment regulations in Asia

Allen & Overy and international banking group Standard Chartered have today launched the first Guide to Payment Regulations for corporates and fintech customers navigating the evolving payments landscape in eight key markets in…more

Asia, Banking Sector, Banks, Capital Markets, China

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It’s not you, it’s me: relational contract to be interpreted like all others

The Court of Appeal has (thankfully) confirmed there are no special rules of interpretation when it comes to relational contracts. This was a dispute about whether Quantum Actuarial had to do what was necessary to enable…more

Contract Disputes, Contract Drafting, Contract Interpretation, Contract Terms

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High Court holds no litigation privilege where expert used as “ballast in the correspondence”

Expert advice on the pricing of forward freight agreements, used to “make good any legitimate grievance” and “add ballast” in correspondence concerning alleged corporate mismanagement, was not covered by litigation privilege…more

Discovery, Evidence, Litigation Privilege, Privileged Documents, UK

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UK Upper Tribunal overrules FCA finding that Julius Baer employees lacked integrity

The UK Upper Tribunal (Tribunal) has overruled Financial Conduct Authority (FCA) decisions that three former employees of Julius Baer International Limited (JBI) lacked integrity and should be prohibited. The Tribunal’s judgment…more

Financial Conduct Authority (FCA), Financial Services Industry, Recklessness, Tribunals, UK

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Biden election set to boost investor confidence

The election of Joe Biden is likely to usher in an era of more stable and predictable politics in the U.S., increasing the kind of investor confidence on which M&A transactions thrive…more

Affordable Care Act, Antitrust Provisions, Biden Administration, Investors

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What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Mining and manufacturing in outer space: The new frontier in disputes risks

Exploiting natural resources, manufacturing products and growing food in space are now well within the realms of possibility. Identifying, assessing and mitigating disputes risks arising from these activities pose a significant…more

Contract Disputes, EU, Intellectual Property Protection, Legislative Agendas, Mining

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DeFi protocol Uniswap and investors avoid suit for fraudulent activity on digital asset exchange

On August 30, 2023, in a case of first impression, the U.S. District Court for the Southern District of New York dismissed in full a putative securities class action against Uniswap Labs, a decentralized finance (“DeFi”) digital…more

Blockchain, CFTC, Class Action, Crypto Exchanges, Cryptocurrency

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White collar crime enforcement in Germany: trends and developments

German authorities have intensified and accelerated their enforcement activities in 2023, following a slowdown of both investigations and court proceedings during the pandemic. This had led to a surge of dawn-raids in…more

Anti-Money Laundering, Compliance, Corporate Crimes, Criminal Liability, Cross-Border

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Covid-19 coronavirus: electronic signatures in the UAE

IN BRIEF - As the impact of the Covid-19 coronavirus pandemic deepens there are clear impediments to a traditional signing process. Thankfully the use of electronic signatures can offer parties flexibility and efficiency in…more

Coronavirus/COVID-19, E-Signatures, Infectious Diseases, United Arab Emirates (UAE)

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Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

See all updates »

Quiet quitting – new language, old problem

Quiet quitting did not make the OED’s ‘word of the year’ shortlist this week but it is a phrase increasingly weaving its way into conversations. Misleadingly, quiet quitting has nothing to do with employees leaving their jobs…more

Employer Liability Issues, Job Duties, Poor Job Performance

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Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

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Implementation of the BRRD II in Italy: key points to note

On 1 December 2021, Legislative Decree No. 193 of 8 November 2021 (the Decree) implementing Directive 2019/879/EU (the BRRD II) into domestic law entered into force. Below is a short summary of some key issues to consider…more

Bank Recovery and Resolution Directive (BRRD), Banking Sector, Banks, EU, Financial Institutions

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

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Generative AI hardware – the other arms race

Generative AI has captivated the world over the past year. But these transformative technologies would not be possible without the specialized hardware and infrastructure that enable the large language models underpinning…more

Artificial Intelligence, Hardware, Innovative Technology, Intellectual Property Protection, Machine Learning

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A penalty for your thoughts: default interest rate found to be penal

The High Court has found a clause that imposed default interest of 4% per month on a defaulting party to be a penalty and therefore unenforceable…more

Borrowers, Default, Delinquent Borrowers, Interest Rates, Lenders

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Australian Companies Face Greater Scrutiny With New Foreign Bribery Investigations Team

On 5 September 2016, the Commonwealth Government announced the establishment of a Perth-based specialised fraud and anti-corruption team that will focus on foreign bribery investigations. Justice Minister Michael Keenan has…more

Anti-Bribery, Anti-Corruption, Australia, Corporate Counsel, Deferred Prosecution Agreements

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Pension scheme liquidity

Are you prepared if the tap gets turned off again? The October 2022 ‘mini’ budget threw pension scheme liquidity into the mainstream news, with reports that schemes were on the verge of collapse and the Bank of England…more

Employee Benefits, Pension Schemes, Pensions, The Pensions Regulator (TPR), UK

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Projects, energy and infrastructure in the GCC – What does 2024 have in store?

Last year was big for the green hydrogen industry in the GCC. Alongside the dozens of MOUs entered into and announcements made at COP: - In May, the USD8.4 billion NEOM Green Hydrogen Project in KSA reached financial close,…more

Carbon Capture and Sequestration, Energy Market, Energy Projects, Energy Sector, EU

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Covid-19 coronavirus: temporary changes to Australia's foreign investment laws

Australia has introduced significant temporary changes to the notification requirements under the Foreign Acquisitions and Takeovers Act (FATA) administered by the Foreign Investment Review Board (FIRB)…more

Australia, Coronavirus/COVID-19, Foreign Acquisitions, Foreign Investment

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The Spanish Constitutional Court declares certain squatter-protection rules in Catalonia null

On 28 January 2021 the Spanish Constitutional Court published a ruling that declares null several articles of the DL 17/2019 on the basis, among others, that annulled provisions affect basic elements of the constitutional right…more

Constitutional Courts, Leases, Private Property, Residential Leases

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Delivering Net Zero by 2050: the $200 trillion opportunity

Until now, however, no comprehensive estimate existed of the of that opportunity, (or, to put it another way, the size of the financing gap between committed spending and the investment needed to deliver Net Zero by 2050 across…more

Carbon Emissions, Climate Action Plan, Climate Change, Energy Policy, Energy Sector

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Sustainability linked lending in the leveraged finance market

Environmental, Social and Governance (ESG) matters have long been a talking point in the leveraged finance market, but the end of 2020 and the first few months of 2021 have seen deal flow take off for transactions addressing…more

Environmental Social & Governance (ESG), Leveraged Finance, Sustainability, UK

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Global antitrust enforcement: Trends to watch in 2024

Enforcement strengthens with more complexity - Globally, antitrust enforcement in 2024 is on track to repeat the themes of 2023. Expect continued use by the agencies of novel theories of antitrust harm and increasing…more

Acquisitions, Antitrust Provisions, China, Competition Authorities, DCMA

See all updates »

Commission proposal for a new European legal framework for GMOs

In its two Confédération Paysanne decisions (cases C-528/161 and C-688/21), the Court of Justice of the European Union limited the exclusion of plants and products obtained by new genomic techniques (NGTs) from the requirements…more

Environmental Policies, EU, EU Directive, European Commission, European Court of Justice (ECJ)

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

See all updates »

Global antitrust enforcement report - March 2024

2023 saw another muted picture in terms of overall global fines for antitrust enforcement, with total penalties for the jurisdictions surveyed in our report down at USD2.9 billion, a moderate decrease from the 2022 totals…more

Acquisitions, Antitrust Provisions, Cartels, Competition, Competition Authorities

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EU sanctions and the no re-export to Russia requirements

Who has to comply with the Regulation? The Regulation only applies to EU person exporters who are selling, supplying, transferring, or exporting the targeted goods (including aircraft) to third-country counterparts outside of…more

Aircraft, Aviation Industry, EU, Export Controls, Exports

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

See all updates »

Making a positive social impact

Around the world, in many different settings, A&O is drawing on all its resources – from financial to skills, time and expertise – to make a real difference in the lives of people. A&O’s new global charity partner, Women for…more

Diversity, Legal Advice, Mentors, Pro Bono, Professional Development

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The EU Chips Act: strengthening the EU’s technological leadership and confronting semiconductor shortages

With significant fanfare, on 8 February 2022, the European Commission (the Commission) published its proposal for an EU Chips Act (the Act). The Commission President, Ursula von der Leyen, proclaimed the proposed Act a “game…more

EU, Member State, Popular, Semiconductors, Supply Chain

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Antitrust in focus - September 2022

This newsletter is a summary of the antitrust developments we think are most interesting to your business. Süleyman Cengiz, counsel based in Istanbul (Gedik & Eraksoy) is our editor this month (learn more about Süleyman in our…more

Acquisitions, Antitrust Provisions, Competition, Competition Authorities, Mergers

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Italian 2024 budget law - Allen & Overy

The Budget Law extends the applicability of the Italian participation exemption regime (Italian PEX) to companies and trade entities which are resident in an EU or EEA member State (that allows an adequate exchange of…more

Budgets, Capital Gains, Corporate Governance, Corporate Taxes, EU

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BankID – a fix to the Czech KYC misery

Since 1 January 2017, when the Act No. 186/2016 Coll., on Gambling (the Gambling Act) entered into force, foreign online gambling operators have been at a disadvantage in the methods of identity verification of their customers…more

Anti-Money Laundering, Banks, Czech Republic, Gambling

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UK corporate criminal liability reform

The UK Government has asked the Law Commission to review the law on corporate criminal liability and propose options for reform. Supporters of reform will use recent failures of the UK Serious Fraud Office to prosecute large…more

Bribery, Corporate Liability, Criminal Liability, Serious Fraud Office (SFO), Tax Evasion

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The UK gives the green light to a UK CBAM and consults on the UK ETS

The UK has finally confirmed that it will be following the EU and introducing its own Carbon Border Adjustment Mechanism (CBAM) to be implemented by 2027. It published the eagerly awaited outcome of its consultation on this…more

Carbon Emissions, Climate Change, Emissions Trading System, Environmental Policies, Environmental Social & Governance (ESG)

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Sustainable aviation fuel – on the ascent

As the aviation industry pins its hopes on sustainable aviation fuel (SAF) to achieve Net Zero carbon emissions by 2050, Joe Clinton, Matthew Townsend, Richard Chamberlain and Ying-Peng Chin outline the regulatory, investment…more

Aircraft, Airlines, Aviation Industry, Biofuel, Carbon Emissions

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Proceed with caution: limited enforcement reform in Hong Kong (so far)

On 8 August 2023, almost a year after the public consultation ended, the Securities and Futures Commission (SFC) published its long-awaited consultation conclusions on Proposed Amendments to Enforcement-related Provisions of the…more

Derivatives, Enforcement, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Online Advertisements

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A guide to Hong Kong’s cybersecurity laws and practices

Introduction - The past decade has seen a huge increase in the incidence of cybercrime in Hong Kong. The number of cybercrime reports rose from 2,206 in 2011 to 16,159 in 2021. This trend has been exacerbated by the global…more

Cyber Crimes, Cybersecurity, Data Breach, Data Protection, Data Security

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Navigating the challenges in arbitrating competition law issues

Once considered non-arbitrable, competition law disputes between private parties are increasingly being resolved by arbitration. Even where competition law issues are not at the heart of the dispute, parties are becoming aware…more

Anti-Competitive, Anti-Monopoly, Antitrust Litigation, Arbitration, Banking Sector

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Bankruptcy Petition vs Exclusive Jurisdiction Clause

Who has the last word? The effect of an exclusive jurisdiction clause on insolvency proceedings - On 4 May 2023, the Court of Final Appeal (CFA) handed down its much-awaited judgment in Re Guy Kwok Hung Lam [2023] HKCFA 9…more

Commercial Bankruptcy, Creditors, Debtors, Foreign Bankruptcies, Hong Kong

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Financial Services and Markets Bill: The Designated Activities Regime in the UK

The Financial Services and Markets Bill creates a Designated Activities Regime that will impact both authorised and unregulated firms. The Designated Activities Regime is intended to maintain the purview of the Financial…more

Financial Conduct Authority (FCA), Financial Services Industry, FSMA, Prudential Regulation Authority (PRA), UK

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Criteria published for registering as a bankruptcy expert in UAE

In a development which will be of interest to those in the restructuring community, the UAE’s Financial Reorganization Committee (the FRC) has codified, via an Approved Guide1, the steps that insolvency practitioners will need…more

Insolvency, Reorganizations, Restructuring, United Arab Emirates (UAE)

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Russia's invasion of Ukraine and the importance of an operational and cyber risk defence

With rapidly evolving developments regarding Russia and Ukraine, the FCA has reiterated that firms need to be vigilant of operational and cyber resilience…more

Cybersecurity, Financial Conduct Authority (FCA), Popular, Russia, Ukraine

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The ransomware hostage’s dilemma - should you pay the price?

Paying a cyber ransom will, allegedly, secure your data and give you back control of your systems. But there are legal, operational and ethical risks to consider…more

Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach, Data Protection

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Foreign direct investment regime in Spain: recent developments

Introduction - On 5 July 2023, Royal Decree 571/2023 on foreign investments (RD 571/2023), previously approved by the meeting of the Council of Ministers on 4 July 2023, was published in the Official State Gazette. It will…more

Critical Infrastructure Sectors, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment, Investment

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

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China's enforcement trends and developments: a review of data, bribery, and corporate crime issues

Commercial bribery enforcement also became more active, as the authorities marked the 30th anniversary of the PRC Anti-Unfair Competition Law. The revision of the PRC Anti-Espionage Law raised some concerns about national…more

Anti-Corruption, Artificial Intelligence, Bribery, China, Competition

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Canada – Digital Charter Implementation Act introduced to strengthen federal data protection laws and regulate AI

On 16 June 2022, the Canadian Minister of Innovation, Science and Industry and Minister of Justice and Attorney General of Canada introduced the Digital Charter Implementation Act 2022 to modernise the regulation on processing…more

Artificial Intelligence, Canada, Cybersecurity, Data Protection, Data Security

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Investigations update: Hong Kong authorities ramp up enforcement in virtual assets and other sectors

Hong Kong has seen cryptocurrencies grow in popularity, highlighting the need for appropriate licensing regimes (implemented in the form of virtual asset service providers (VASPs)), bolstered by active enforcement…more

Criminal Liability, Critical Infrastructure Sectors, Cross-Border, Crowdfunding, Cryptocurrency

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U.S. Imposes New Sanctions and Export Controls Targeting Russia

On February 23, 2024, marking the two-year anniversary of Russia’s invasion of Ukraine, the U.S. Departments of Commerce, State, and Treasury announced new U.S. sanctions and export controls targeting Russia. In addition, the…more

Blocking Sanctions, Doing Business, Entity List, Export Controls, Exports

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Law decree no. 99 of 30 June and the freeze on redundancies

An end to the generalised ban and an "extension" until 31 December 2021 for those who use free shock absorbers…more

Employer Liability Issues, Hiring & Firing, International Labor Laws, Termination

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UK carbon border adjustment mechanism: shaping up ahead of 2027

In 2027, the UK will introduce a carbon border adjustment mechanism (CBAM) on imports of certain carbon intensive goods. The CBAM will impose a charge on the emissions embodied in relevant imports that take place on or after 1…more

Carbon Emissions, Environmental Policies, EU, HMRC, Imports

See all updates »

Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

Global antitrust enforcement report - March 2024

2023 saw another muted picture in terms of overall global fines for antitrust enforcement, with total penalties for the jurisdictions surveyed in our report down at USD2.9 billion, a moderate decrease from the 2022 totals…more

Acquisitions, Antitrust Provisions, Cartels, Competition, Competition Authorities

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Watts at stake when there's a delay?

The High Court has provided guidance on a contractor’s general right to suspend works, the enforceability of liquidated damages upon termination, and the recoverability of financing costs as part of loss of revenue…more

Breach of Contract, Construction Contracts, Construction Disputes, Construction Project, Contract Terms

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The EU Foreign Subsidies Regulation

Impact on public procurement procedures. The EU Foreign Subsidies Regulation (FSR) was published on 23 December 2022. It will take effect on 12 July 2023 and provides for mandatory notification requirements from 12 October…more

Draft Implementation Regulations, EU, European Commission, Foreign Subsidies, Procurement Guidelines

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Six indicia of a strong corporate whistleblower program: new Australian guidance

A new report from the Australian Securities and Investments Commission (ASIC) should prompt companies to consider whether any changes need to be made to align their whistleblower program with ASIC’s proposed “good practices”…more

ASIC, Australia, The Corporations Act, Whistleblower Protection Policies, Whistleblowers

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EU-U.S. Data Privacy Framework: adequacy decision adopted, the framework becomes operational

On 10 July 2023, the European Commission adopted the adequacy decision for the EU-U.S. Data Privacy Framework (DPF). This decision enables the free flow of personal data from the EU and three EEA countries (Iceland,…more

Cross-Border Transactions, Cybersecurity Framework, Data Privacy, Department of Transportation (DOT), EU

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New OJK Circular on the distribution of insurance products

On 2 October 2020, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan – OJK) issued Circular Letter No. 19/SEOJK.05/2020 on the Distribution Channel of Insurance Products (the Circular Letter), which provides…more

Consumer Insurance Products, Indonesia, Insurance Regulations, Marketing

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SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

Energy price caps and other emergency interventions in the electricity market in Poland in 2023

As a sharp increase in energy prices has been observed in recent months, the Polish Parliament, following the Council of the European Union, introduced a new emergency intervention in the electricity market to protect end-users…more

Energy Projects, Energy Sector, Poland, Renewable Energy

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Litigation ain’t mitigation

A contractual requirement for taking “all reasonable action” to mitigate loss will not oblige a victim to embark on uncertain litigation on behalf of a third party…more

Breach of Contract, Contract Termination, Contract Terms, Duty to Mitigate

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Gender diversity on corporate boards (UPDATED)

What to expect from the new EU Women on Boards Directive, including the practical changes for your management structure and the impact on the national legislation of each Member State. …more

Board of Directors, Corporate Governance, Diversity, EU, Woman Board Members

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

See all updates »

Italian 2024 budget law - Allen & Overy

The Budget Law extends the applicability of the Italian participation exemption regime (Italian PEX) to companies and trade entities which are resident in an EU or EEA member State (that allows an adequate exchange of…more

Budgets, Capital Gains, Corporate Governance, Corporate Taxes, EU

See all updates »

The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Projects, energy and infrastructure in the GCC – What does 2024 have in store?

Last year was big for the green hydrogen industry in the GCC. Alongside the dozens of MOUs entered into and announcements made at COP: - In May, the USD8.4 billion NEOM Green Hydrogen Project in KSA reached financial close,…more

Carbon Capture and Sequestration, Energy Market, Energy Projects, Energy Sector, EU

See all updates »

Just transition through climate finance: a matter of priority

The just transition ambition is grounded in a desire to meet global climate targets, while ensuring improved social and economic outcomes. Global cooperation will be necessary to deliver a just transition but, as acknowledged…more

Climate Change, COP, Environmental Policies, GDP, Popular

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What’s driving the surge in digital infrastructure deals?

Digital infrastructure transactions continue to increase globally, with investors particularly focused on mobile towers, data centres and fibre networks…more

Acquisitions, Infrastructure, Investment, Investors

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Covid-19 coronavirus: UK business loan package – are you eligible to participate?

The UK government has announced a number of measures designed to respond to the economic shock arising from Covid-19 coronavirus – these include providing businesses of all sizes with access to a £330 billion package of…more

Coronavirus/COVID-19, Infectious Diseases, Small Business Loans, UK

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Takeaways from Treasury's proposed regulations on U.S. tax credits for clean hydrogen production

The U.S. Treasury Department (Treasury) and the Internal Revenue Service (the IRS) issued proposed regulations on December 22, 2023, providing initial guidance on the clean hydrogen tax credit under section 45V (the 45V Credit)…more

Department of Energy (DOE), Energy Projects, Energy Sector, EU, Greenhouse Gas Emissions

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CFTC announces proposed guidance and a request for comments regarding voluntary carbon credit derivative contracts

\On December 4, 2023, the U.S. Commodity Futures Trading Commission (“CFTC”) announced that they were seeking public comment on proposed guidance for the listing of voluntary carbon credit (“VCC”) derivative contracts.1…more

CFTC, Climate Change, Commodities, Derivatives, Environmental Policies

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The EU goes for gold with its Green Bond Regulation

When the European Parliament announced that political agreement on the EU Green Bond Regulation (the Regulation) had been reached with the Council on 28 February 2023, rapporteur Paul Tang was quoted as saying..…more

EU, European Commission, European Securities and Markets Authority (ESMA), Green Bonds, International Capital Markets Association (ICMA)

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UK Electricity Market Reform

On 16 October 2014, the first CfD allocation round commences, with the first CfDs being signed as early as January 2015, subject to any mid-allocation round appeals. The attached “Contracts for Difference – On the Launchpad”,…more

Capacity Market, Electricity, UK

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Litigation privilege not lost despite party deceiving a third party as to its true purpose in asking for information

Legal professional privilege is absolute unless overridden by statute or the party entitled to claim privilege waives that privilege or is estopped from claiming it. There is no principle of law that if a party misleads a third…more

Confidential Information, Litigation Privilege, Privileged Communication, UK

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

See all updates »

SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

See all updates »

SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

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The M&A Landscape in 2022: A global picture

Global M&A markets recorded another year of extraordinary growth in 2021 with transaction values soaring to a new record high of nearly USD6 trillion. As 2022 begins, we examine what underpinned that growth and ask if it can…more

Acquisitions, CFIUS, Foreign Direct Investment, Foreign Investment, Initial Public Offering (IPO)

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Optis v Apple [2021] EWHC 2564 (Pat): Apple found to be an “unwilling licensee”

The “unwilling licensee” issue has been a vexed one, with uncertainty as to whether such a concept exists, its relevance, and what an implementer must do to avoid becoming one. As for the concept of FRAND itself, there is no…more

FRAND, Patent Infringement, Patent Litigation, Patents, UK

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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Pensions Academy, Autumn 2022: what we covered

Throughout the week of 31 October 2022 we hosted our Pensions Academy Online - an update on issues for pension schemes and the people that run them. Please find a summary of the key takeaways from the week below…more

Employee Benefits, Pension Schemes, Pensions, UK

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Ripple Labs: long-awaited decision answers some questions but gives rise to further uncertainty

In SEC v. Ripple Labs, the U.S. Securities and Exchange Commission (“SEC”) alleges that Ripple Labs, Inc. and two of its executives raised over $1.3 billion through an unregistered and ongoing digital asset securities offering…more

Capital Raising, Cryptocurrency, Digital Assets, Enforcement Actions, Offerings

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

See all updates »

AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Coronavirus: Points to consider on M&A transactions

As coronavirus (Covid-19), first reported in Wuhan in December 2019, spreads across China and beyond, it has been widely reported that some Chinese companies are looking to suspend or terminate their contractual commitments…more

Acquisitions, China, Coronavirus/COVID-19, Corporate Counsel, Force Majeure Clause

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To deliver change, regulation must respect the efficiency of the debt capital markets

Excessive rigidity has the potential to drive away issuers. Authorities focused on delivering Net Zero must therefore design rules with this in mind…more

Association of Southeast Asian Nations (ASEAN), Capital Markets, Debt Market, EU, Financial Conduct Authority (FCA)

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Employment law predictions 2023: Key themes for the year ahead

Following the success of our Employment Law Horizon Scanning webinar that took place earlier this year we have released our predictions for 2023…more

Employer Liability Issues, Employment Tribunals, UK, Whistleblowers

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Court of Justice of the European Union says ad hoc submission to arbitration of dispute between EU Member State and EU investor under BIT is against EU law

On 26 October 2021, the Court of Justice of the European Union (the Court) delivered its judgment in Case C‑109/20, Republic of Poland v PL Holdings S.á r.l. (PL Holdings)…more

Arbitration, Arbitration Agreements, Corporate Counsel, EU, Investors

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Global trends in government scrutiny of semiconductor transactions: an overview of recent cases

The semiconductor industry is based on a highly specialized supply chain where no one country or region dominates both design and manufacturing. This has created an industry where collaboration is global in nature. This remains…more

Exports, National Security, Popular, Semiconductors, Supply Chain

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

LIBOR transition: less is more

In the race to remediate, the moment has come for lenders to lighten up on corporate authorisations and legal opinions…more

Banking Sector, Financial Conduct Authority (FCA), Financial Services Industry, Interest Rates, Libor

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The path to safety is difficult, long and slow

To mark International Day Against Homophobia, Biphobia and Transphobia we look at how A&O supports LGBT+ refugees - Turkey ought to have been a place of relative safety. He had escaped his native Iraq fearing for his life,…more

Gender Identity, LGBTQ, Pro Bono, Sexual Orientation

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Income reduction for electricity producers: what’s new in Royal Decree-Law 23/2021?

On 26 October 2021, the Government has approved the Royal Decree-Law 23/2021 providing for new urgent measures in response to the on-going situation of high gas and electricity prices. …more

Electricity, Energy Sector, European Commission, Natural Gas

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

See all updates »

Neurim v Mylan: no issue estoppel on divisional arises but English court takes practical case management approach to avoid re-trial

On 24 January 2022, Mr Justice Meade handed down the latest main judgment in the ongoing litigation between Neurim (and Flynn) and Generics (UK) Ltd (trading as Viatris but formerly trading as Mylan), which has swiftly been…more

Estoppel, Intellectual Property Litigation, Intellectual Property Protection, Patents

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Middle East and Africa Competition Authorities launch the Arab Competition Network

On 16 March 2022, Middle East and Africa (MENA) competition authorities officially launched the Arab Competition Network (ACN). …more

Antitrust Provisions, Competition, International Competition Network, Mergers

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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UK carbon border adjustment mechanism: shaping up ahead of 2027

In 2027, the UK will introduce a carbon border adjustment mechanism (CBAM) on imports of certain carbon intensive goods. The CBAM will impose a charge on the emissions embodied in relevant imports that take place on or after 1…more

Carbon Emissions, Environmental Policies, EU, HMRC, Imports

See all updates »

European Union to introduce stricter rules on Environmental Risk Assessments for pharmaceuticals

In its proposals to revise the general pharmaceutical legislation (GPL) published this week, the European Union (EU) has recognised that the pharmaceutical product lifecycle can have negative impacts on the environment…more

EU, European Medicines Agency (EMA), Pharmaceutical Industry, Risk Assessment

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Increased Focus on Forced Labor in the US and EU

U.S. Customs authorities impounded thousands of vehicles, showing risks to imports linked to forced labor. The U.S. government detained thousands of luxury vehicles deemed to contain a small electronic component sourced from…more

Automotive Industry, Customs and Border Protection, Enforcement, Entity List, EU

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

See all updates »

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of a…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Mergers

See all updates »

AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

See all updates »

MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

See all updates »

Indonesia eases foreign direct investment (FDI) controls

The Indonesian government has now published the long awaited new investment list under Presidential Regulation No 10, 2021 (recently amended by Presidential Regulation No 49 of 2021), one of the mandates that came out of last…more

Foreign Direct Investment, Foreign Investment, Indonesia, Investors

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SEC Rule 15c2-11: New relief for 144A participants

On November 30, 2022, the Staff (Staff) of the Division of Trading & Markets of the Securities and Exchange Commission (the SEC) issued a no-action letter (the November 2022 NAL) (extending relief from the requirements of Rule…more

Asset-Backed Securities, Investors, Qualified Institutional Buyers, Rule 144A, Securities and Exchange Commission (SEC)

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United States Supreme Court affirms invalidating claims for lack of enablement

Executive Summary - In Amgen Inc. v. Sanofi, the United States Supreme Court affirmed the lower courts’ judgment that the asserted claims of U.S. Patent No. 8,829,165 (“the ’165 Patent”) and U.S. Patent No. 8,859,741 (“the…more

Amgen, Enablement Inquiries, Patent Litigation, Patents, Pharmaceutical Industry

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Infrastructure Investment and Jobs Act: Laying a foundation for energy transition

The Infrastructure Investment and Jobs Act (the IIJA) recently signed into law follows through on President Biden’s commitment to reinvest in American infrastructure, by appropriating approximately USD65bn to new and expanded…more

Carbon Capture and Sequestration, Energy Projects, Energy Sector, Infrastructure, Investment Tax Credits

See all updates »

Your 2023 Wrapped: UK AI and data protection edition

2023 saw a surge in interest in the application of generative AI within business models. So, if AI and data protection was your favourite genre of 2023, or if you found it to be a broken record, this post consolidates and…more

Artificial Intelligence, Bots, Corporate Counsel, Data Protection, Data Security

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Managing your FIRB approval compliance obligations

Recent changes to Australia’s foreign investment and acquisition regime have led to an increase in the regularity and scope of conditions imposed by the Treasurer on approvals granted to foreign entities investing in Australian…more

Australia, FIRB, Foreign Acquisitions, Foreign Investment

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Credibility is required to scale the carbon markets

With the Intergovernmental Panel on Climate Change (IPCC) concluding that it will be difficult (and in some cases impossible) to reduce emissions to zero in certain sectors, several hundred million tonnes of CO2 will need to be…more

Carbon Capture and Sequestration, Climate Change, Environmental Social & Governance (ESG), EU, Greenhouse Gas Emissions

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The BCA takes action: first investigation under the abuse of economic dependence rules

The Belgian Competition Authority (the BCA) announced last week that it has initiated an ex officio investigation into a possible abuse of economic dependence in the agricultural sector, making this the BCA’s first formal probe…more

Antitrust Investigations, Belgium, Competition, Competition Authorities, Economic Sanctions

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EU publishes summary of recent competition enforcement in the pharmaceutical sector and promises to continue policy of proactive enforcement

The European Commission (EC) has published its latest report on competition enforcement in medicines and medical products. Key takeaways are that: EU and Member State authorities imposed multiple material antitrust fines…more

Antitrust Division, Competition, Enforcement, EU, French Competition Authority

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

See all updates »

The new Italian Annual Market and Competition Law

The Italian Annual Market and Competition Law (Law n. 214/2023, the Law) came into effect on 31 December 2023. The Law aims to foster competition as a driver for efficiency and economic growth, in line with the Italian National…more

Antitrust Provisions, Competition, Competition Authorities, Consumer Protection Laws, EU

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Data Centres: Legal Issues for Real Estate Investors

Data centre investment offers a strong yield compared to many other asset classes for real estate investors with the right platform and appetite. Thanks to the global exponential growth in internet traffic and data centre…more

Investment, Investors, Real Estate Investments

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How are government national security probes affecting technology transactions across the world?

The tightening of controls on foreign direct investment (FDI), on national security or national interest grounds, is having a significant impact on technology transactions – a trend that is only likely to grow…more

Acquisitions, CFIUS, EU, FIRRMA, Foreign Acquisitions

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National Security Division Announces New Self-Disclosure Policy in M&A Transactions

The National Security Division (NSD) of the Department of Justice announced a new self-disclosure policy on March 7, 2024 (M&A Policy) that impacts corporations, private equity firms, and venture capital firms and their merger…more

Acquisitions, Department of Justice (DOJ), Investors, Merger Controls, Mergers

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Great Fund Insights: The Belgian "European Long-Term Investment Fund" (the ELTIF): A breakthrough?

In Belgium, as in many other EU countries, the ELTIF has not gained a foothold partly due to the absence of an attractive tax regime…more

Alternative Investment Funds, ELTIF, EU, Investment Funds, Long-Term Investment Funds

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The Quincecare duty – FAQs

Although the so-called Quincecare duty was first recognised over 30 years ago, it has generated a significant volume of litigation in the last five years. In this article we respond to some of the questions most frequently…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, Fraud

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Industry Perspectives: Trade finance and the ESG revolution

The trade finance market is undergoing a radical transformation in terms of environmental, social and corporate governance (ESG). In this Industry Perspective, two lawyers at Allen & Overy – Niels de Ru, partner in Amsterdam,…more

Banks, Borrowers, Corporate Governance, Environmental Social & Governance (ESG), Greenwashing

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The Spanish Constitutional Court declares certain squatter-protection rules in Catalonia null

On 28 January 2021 the Spanish Constitutional Court published a ruling that declares null several articles of the DL 17/2019 on the basis, among others, that annulled provisions affect basic elements of the constitutional right…more

Constitutional Courts, Leases, Private Property, Residential Leases

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Higher tax related money laundering risks for financial institutions

Financial institutions and other AML-obliged entities in Belgium now face increased criminal risks for laundering the proceeds of any type of tax fraud. Higher money laundering risks…more

Compliance, Financial Institutions, Money Laundering, Tax Evasion, Tax Fraud

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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IP Rights in Football: Avoiding an own-goal

As the 2022 World Cup final approaches, we explore the importance of IP rights in the beautiful game, as well as some potential "fouls" that clubs, footballers and even fans need to avoid…more

Copyright, Intellectual Property Protection, Patents, Soccer, Trademarks

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Global trends in government scrutiny of semiconductor transactions: an overview of recent cases

The semiconductor industry is based on a highly specialized supply chain where no one country or region dominates both design and manufacturing. This has created an industry where collaboration is global in nature. This remains…more

Exports, National Security, Popular, Semiconductors, Supply Chain

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

An extraordinary and transformative year

Senior partner Wim Dejonghe reflects on a game-changing year for A&O, culminating in the transformative merger with Shearman & Sterling, record full-year revenues and progress across many other strategic areas…more

Acquisitions, Best Management Practices, Business Strategies, Capital Markets, Corporate Culture

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Catching lightning in a bottle: Regulatory developments concerning crypto assets in Hong Kong, Singapore and Australia

Depending on who you talk to, crypto assets represent either the most significant evolutionary shift in finance since coins were minted or the greatest bubble since tulips. Whilst the jury remains out on that point, it is…more

ASIC, Cryptoassets, Cryptocurrency, Digital Assets, Monetary Authority of Singapore

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FASTER: the European Commission’s proposal to improve withholding tax procedures

The European Commission has released its much anticipated proposal on streamlining withholding tax procedures. The proposal for a Directive on the “Faster and Safer Relief of Excess Withholding Taxes” (or the “FASTER” proposal)…more

Capital Requirements Regulation (CRR), Cross-Border Transactions, CSDR, EU, European Commission

See all updates »

Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

See all updates »

Can you contract with yourself?

While looking at the recoverability of damages, the High Court has taken a look at whether you can contract with yourself. When thought of in humans terms, the answer seems obvious: surely my left arm cannot contract with my…more

Contract Drafting, Contract Terms, Delay Claims, GAFTA, Liquidated Damages

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Pensions Academy, Autumn 2022: what we covered

Throughout the week of 31 October 2022 we hosted our Pensions Academy Online - an update on issues for pension schemes and the people that run them. Please find a summary of the key takeaways from the week below…more

Employee Benefits, Pension Schemes, Pensions, UK

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Delivering Net Zero by 2050: the $200 trillion opportunity

Until now, however, no comprehensive estimate existed of the of that opportunity, (or, to put it another way, the size of the financing gap between committed spending and the investment needed to deliver Net Zero by 2050 across…more

Carbon Emissions, Climate Action Plan, Climate Change, Energy Policy, Energy Sector

See all updates »

SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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Desire to harness potential of generative AI drives rising interest in data as an asset

Investors are targeting AI developers and buying proprietary data sets to build new AI businesses. Here we explain how to manage risk in this fast-evolving space. When MIT named generative AI as one of its breakthrough…more

Acquisitions, Artificial Intelligence, Computer Programmers, Copyright Infringement, EU

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Street Child: keeping children safe and in education

At the halfway point of our Global Charity Partnership with Street Child, we are well ahead of schedule to reach our overall target of GBP1m by the end of 2023…more

Client Services, Law Firm Partners, Legal Project Management, Pro Bono

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Indirect confusion: What is it good for?

While both direct and indirect confusion occur in the real world, the use of this distinction in the legal test of a likelihood of confusion is unnecessary. Further, the requirement to explain a finding of indirect confusion (or…more

Intellectual Property Protection, Likelihood of Confusion, Retail Market, Trademark Infringement, Trademark Litigation

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

See all updates »

MHRA Corporate Plan 2023-2026: a focus on International Recognition

The Medicines and Healthcare products Regulatory Agency recently published a Corporate Plan outlining their strategic priorities for the next three years. A key area of focus is international recognition, which follows their May…more

Healthcare, Life Sciences, Medical Devices, Medicines and Healthcare Products Regulatory Agency (MHRA), Pharmaceutical Industry

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Hydrogen is critical to Net Zero - but needs government support

Hydrogen will be key to decarbonising industries such as steel. But to build the supply chains required to develop economies of scale, state intervention will be needed…more

Energy Projects, Energy Sector, Hydrogen Power

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Czech Competition Authority becomes even more powerful following changes to Czech Competition rules

On 29 July 2023, a significant amendment to the Czech Act on the Protection of Competition (the Competition Act) enters into force. In addition to a very belated (two and a half years!) transposition of the ECN+ Directive No…more

Cartels, Competition Act, Competition Authorities, Czech Republic, EU

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Jackie Donald on her career path, lessons learnt and global trends in mining

Meet Jackie Donald, a senior associate from our global mining practice and one of the delegates attending the global Mining Indaba 2024 conference this year, which is focused on the development of mining interests in Africa…more

Africa, Environmental Social & Governance (ESG), Law Practice Management, Minerals, Mining

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The world needs different

Becoming a truly diverse and inclusive organisation remains a top priority, as A&O adds disability and social mobility to its focus…more

Business Strategies, Career Development, Disabilities, Diversity, Diversity and Inclusion Standards (D&I)

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EU cracks down on the criminal enforcement of sanctions violations

With a ninth sanctions package against Russia in the making, the EU’s sustained response to the war in Ukraine has demonstrated that sanctions will remain at the forefront of EU policymaking. The array of sanctions adopted in…more

Criminal Liability, Criminal Prosecution, Economic Sanctions, EU, Sanction Violations

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Landmark U.S. Supreme Court ruling to support LGBTQ+ employment rights

In June this year, the United States Supreme Court made a historic decision in support of the LGBTQ+ community, ruling that discrimination against workers based on their sexual orientation or transgender status violates federal…more

American Civil Liberties Union (ACLU), Amicus Briefs, Employment Discrimination, LGBTQ

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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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What ELTIFs’ recent developments mean for the real estate market

Recent developments on ELTIF are increasing the interest for such vehicles in the Belgian real estate market. Based on the recent proposals of the European Commission the ELTIF is becoming more attractive for sponsors, managers…more

ELTIF, Investment Funds, Investors, Real Estate Market

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SPACs listings in Hong Kong – a comparison among different jurisdictions

On 17 December 2021, the Hong Kong Stock Exchange (HKEX) published consultation conclusions allowing the listing of Special Purpose Acquisition Companies (SPACs) in Hong Kong. This follows the publications of new rules on SPACs…more

Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO), Special Purpose Acquisition Companies (SPACs)

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FASTER: the European Commission’s proposal to improve withholding tax procedures

The European Commission has released its much anticipated proposal on streamlining withholding tax procedures. The proposal for a Directive on the “Faster and Safer Relief of Excess Withholding Taxes” (or the “FASTER” proposal)…more

Capital Requirements Regulation (CRR), Cross-Border Transactions, CSDR, EU, European Commission

See all updates »

When transparency clashes with fundamental rights: EU court curbs public access to beneficial owner registers – what does this mean for you?

By a decision rendered on 22 November 2022, the European Court of Justice (the Court) invalidates the provision of the anti-money laundering directive (AMLD) whereby the information on the beneficial owners of corporate and…more

Anti-Money Laundering, Beneficial Owner, EU, EU Directive, Transparency

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Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

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Responsible AI: navigating the risks and embracing the possibilities

The launch of GPT-4 has led to the widespread use of generative artificial intelligence (AI). As the first law firm – and one of the few firms of any sort – with experience in deploying GPT-4 across our business, we’re helping…more

Artificial Intelligence, Bots, Ethics, Innovative Technology, Machine Learning

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Top challenges for white collar crime and investigations lawyers in 2024

We asked our global white collar crime team for their views on the key challenges in 2024 for in‑house investigations teams and white collar crime lawyers, and how to manage the associated risks. Here is what they said…more

Analytics, Anti-Corruption, Attorney-Client Privilege, Causation, China

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Consumer Duty - What does it mean for wholesale firms?

The FCA published its final rules on the Consumer Duty in a Policy Statement on 27 July 2022 (PS22/9) and firms now have until 31 July 2023 to fully implement such rules for new and existing products or services and until 31…more

Banking Sector, Financial Conduct Authority (FCA), Financial Services Industry, FSMA, UK

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Half an hour for a bifurcation: UPC Central Division rejects preliminary objection after first oral hearing

The decision concerns the time of filing and admissibility of a revocation action at the Central Division when a parallel infringement action is filed at a local division (Art. 33(4) UPCA). Art 33(4) UPCA states that revocation…more

Amgen, Amgen v Sanofi, Appeals, Dismissals, EU

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Nuclear energy: ambitious plans, complex challenges in the Netherlands and abroad

The Dutch government recently announced its intention to build four new nuclear power plants by 2040, as part of its strategy to achieve climate neutrality by 2050 and reduce its dependence on natural gas imports…more

Energy Projects, Energy Sector, Financing, Imports, Investment

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2021/2022 – Another eventful year for Thai competition law

While the ongoing global pandemic has had a temporary braking effect on some business sectors and international travel, Thai competition law has continued to develop at pace in an attempt to catch up with the evolving global and…more

Antitrust Provisions, Competition, Japan Fair Trade Commission (JFTC), Merger Controls

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Sustainable lending – a growing role for Islamic finance and Middle Eastern financiers

The aims of ESG investing and Islamic Finance structures are already closely – though not perfectly – aligned. Middle Eastern governments are looking to diversify away from oil and gas. This, Samer Eido and Afsha Karim explain,…more

Climate Change, COP, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

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Cybersecurity And Risk Management - Our View

The challenge and risks - The topic of cybersecurity is seldom out of the press these days, occupying the minds of business leaders and politicians alike. From a business perspective, the ideal outcome would be to…more

Cloud Computing, Cybersecurity, General Data Protection Regulation (GDPR), Incident Response Plans, Popular

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Is the payment of a sum into an escrow account sufficient to ascertain an insured loss?

A settlement that required the defendant to pay a sum into an escrow account which would be paid out to the claimant in certain agreed circumstances did not itself ascertain a loss for the purposes of the defendant’s liability…more

Appeals, Escrow Accounts, Insurance Industry, Insurance Litigation, UK

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U.S. sanctions enforcement in the virtual currency space - USD 1 billion and counting...

Beginning in 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) has increasingly focused its enforcement activity on entities operating in the virtual currency space, illustrating a trend that…more

Enforcement, Office of Foreign Assets Control (OFAC), Sanctions, Settlement Agreements, U.S. Treasury

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Global antitrust enforcement: Trends to watch in 2024

Enforcement strengthens with more complexity - Globally, antitrust enforcement in 2024 is on track to repeat the themes of 2023. Expect continued use by the agencies of novel theories of antitrust harm and increasing…more

Acquisitions, Antitrust Provisions, China, Competition Authorities, DCMA

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UPC: Better comply with UPC judgments – first penalty payment ordered

On 18 October 2023, the Düsseldorf local division of the UPC in myStromer vs. Revolt Zycling (UPC_CFI_177/2023) imposed a EUR26,500 penalty on Revolt for breaching a preliminary injunction. This is the first penalty payment…more

EU, European Patent Office, Germany, Intellectual Property Protection, Patent Infringement

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Legal agility and risk resilience: How to enhance your organisation’s readiness to withstand the next crisis

What can in-house legal, risk and compliance leaders learn from the Covid-19 pandemic and other notable crises of the past 20 years to strengthen the legal resilience of their organisations? More than any other crisis in…more

Compliance Management Systems, Contract Disputes, Contract Terms, Coronavirus/COVID-19, Corporate Governance

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

The new Italian Public Procurement Code: a (missed) revolution?

On 1 April 2023, Legislative Decree 31 March 2023, No. 36 entered into force in Italy as the new Public Procurement Code (the Code) which will apply to new public tenders from 1 July 2023 onwards. …more

Italy, Procurement Guidelines, Public Procurement Policies, Public Works

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European Commission publishes proposal for an EU regulation on the Compulsory Licensing of Patents

On 27 April 2023, the European Commission (the Commission) published its Proposal for a Regulation of the European Parliament and of the Council on compulsory licensing for crisis management (the Proposed Compulsory Licensing…more

Corporate Counsel, EU, European Commission, Intellectual Property Protection, IP License

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Last remaining counts of insider trading case to be dismissed - Robert Olan fully exonerated

This week, the Department of Justice (DOJ) agreed to dismiss the last remaining counts of an insider trading case they charged against Robert Olan and others in 2017. After a split verdict at trial, multiple appeals, a…more

Criminal Conspiracy, Criminal Prosecution, Department of Justice (DOJ), Dismissals, Exonerate

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Infrastructure series: Public Private Partnerships (PPP) in Indonesia

There is a strong consensus now that the PPP model works. In the last five years the number of PPP projects increased quite exponentially. The PPP market is made up largely by local investors and local financiers. State-owned…more

Construction Project, Indonesia, Infrastructure, Project Finance, Public Private Partnerships (P3s)

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Market Check: Lessons from The Activision-Microsoft Merger

On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for…more

Acquisitions, Buyers, Commercial Litigation, Corporate Counsel, Corporate Governance

See all updates »

Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

See all updates »

Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

IRS derivatives: the latest case law of January – March 2021 in Italy

In our publication of 16 December 2020, we gave an overview of Italian case law in 2020 on the nullity of Interest Rate Swap (IRS) contracts: the majority of the decisions published at that time declared such contracts null and…more

Derivatives, Interest Rate Swaps, Italy, Swaps

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Sustainability-linked loans in Russia: a hot market

When it comes to sustainable lending, the Russian loan market is punching above its weight. Many of Russia’s leading corporates have raised ESG or sustainability-linked loans (in some cases, multiple loans) over the last couple…more

Banks, Environmental Social & Governance (ESG), International Banks, Sustainability

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Employee risk considerations for private capital investors

Employee activism is increasingly becoming a focal point within the private equity sector, as employees leverage their voice to influence company policies and practices. This shift towards a more vocal workforce has prompted…more

Competition, Diversity and Inclusion Standards (D&I), Employees, Employment Contract, EU

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Long-awaited reform of Italian civil proceedings

Towards faster and more efficient proceedings or a reform in name only? - Justice reform is one of the key goals of the National Recovery and Resilience Plan that Italy must meet in order to access the resources made…more

Arbitration, Dispute Resolution, Italy, New Rules

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

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“Now is the time to be myself”

‘Shout what you want, it is not going to make a difference!’ – Jake Daniels on coming out…more

LGBTQ, Sexual Orientation, UK

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EU Securitisation Regulation: good news for Cayman SSPEs

As the EU removes the Cayman Islands from the EU AML/CFT blacklist with effect from 7 February 2024, concerns and barriers for EU sell- and buy-side parties on securitisations involving Cayman SSPEs fall away…more

AML/CFT, Anti-Money Laundering, Capital Markets, Cayman Islands, EU

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

See all updates »

Renewable energy investors need greater clarity on hybrid solutions

The use of hybrid technologies could play a vital role in helping South Africa decarbonise. But investors could be deterred unless there is greater regulatory certainty, argues Alexandra Felekis…more

Energy Sector, Energy Storage, Investors, Renewable Energy

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No unjust enrichment claim for total failure of consideration where valid contract

A judge was right to dismiss an unjust enrichment claim when it contradicted the express terms of a valid share purchase agreement…more

Contract Negotiations, Dismissals, Share Purchase Agreements, Unjust Enrichment

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Market Check: Lessons from The Activision-Microsoft Merger

On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for…more

Acquisitions, Buyers, Commercial Litigation, Corporate Counsel, Corporate Governance

See all updates »

The Adler appeal: our key takeaways

The Adler appeal: Our key takeaways from the landmark Court of Appeal judgment setting aside the Adler restructuring plan, and what it means for future restructuring plans - The Court of Appeal has handed down its…more

Appeals, Companies Act, Corporate Governance, Corporate Restructuring, Creditors

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Pre-Pack Administration

Control over pre-packs looks set to tighten further - As we stand looking into the abyss of another financial crisis, the UK government looks set to further tighten the screw to control pre-packaged sales to connected…more

Corporate Governance, Corporate Restructuring, Insolvency, UK

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Spanish new legal framework for mortgage services business: challenges and opportunities

On 29 A?pril 2019 the Spanish government approved Royal Decree 309/2019, which develops certain key areas of Law 5/2019, which regulates real estate credit. Although the main purpose of these new rules is to regulate consumers’…more

Borrowers, Financial Services Industry, Lenders, Mortgage Servicers, Mortgages

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Revised prudential framework for investment firms

On 20 December 2017, the European Commission published proposals to revise the framework for the prudential regulation of investment firms. The proposals were anticipated and are an attempt to “ensure that investment firms…more

Capital Requirements, Capital Requirements Regulation (CRR), CRD IV Directive, EU, European Commission

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COVID-19 Coronavirus – News On Rental Tax Credit In Recent Italian Decrees

Law Decree no. 149 of 9 November 2020 (the "Ristori-bis" Decree) impacted on the provisions of the first Law Decree no. 137 of 28 October 2020 (the "Ristori" Decree), extending the scope of the so-called "rental bonus" (ie the…more

Coronavirus/COVID-19, Italy, Relief Measures, Rent, Rental Property

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France considers retroactive solar tariffs cuts, at the risk of facing investment-treaty claims

On 13 November 2020, the French National Assembly (Assemblée nationale) approved an amendment to the draft Finance Law (Projet de loi de finances) for 2021, which seeks to implement a “targeted retroactive revision” of the…more

Energy Sector, France, Renewable Energy, Solar Energy, Tariffs

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The EC publishes a new proposal to keep the EU free from forced labour

On 14 September 2022, the European Commission (the EC) published a proposal for a regulation aiming to prohibit products made with forced labour on the European Union (the EU) market (2022/0269 (COD)…more

Due Diligence, EU, Forced Labor, Human Rights, Supply Chain

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ECJ’s “gun jumping” ruling reminds merging parties of the importance of EU merger control compliance

The European Court of Justice (ECJ) has (mostly) confirmed the European Commission (EC)’s decision to fine Altice for implementing a transaction prior to its notification and the EC’s merger control clearance…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement, EU

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Federal Constitutional Court overturns "Berlin rent cap"

The Federal Constitutional Court (decision of the Second Senate of 25 March 2021, Ref. 2 BvF 1/20, 2 BvL 4/20, 2 BvL 5/20) has ruled that the so-called “Berlin rent cap” is unconstitutional due to lack of legislative competence…more

Germany, Landlords, Rent Caps, Rent Control, Rental Property

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ICO issues guidance on content moderation technologies and processes

The UK Information Commissioner’s Office (ICO) issued guidance on content moderation technologies and processes for the first time (the Guidance). In its press release on 16 February 2024, the ICO flagged the need for content…more

Cybersecurity, Data Protection, Data Security, Information Commissioner's Office (ICO), Internet

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How to prepare for the new CAA circular on teleworking?

The Commissariat aux Assurances (CAA) has issued a new circular letter (23/10) that will affect how insurance and reinsurance companies operate from September 1, 2023. The circular sets out the CAA's expectations on teleworking…more

Consumer Insurance Products, International Labor Laws, Luxembourg, Reinsurance, Remote Working

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Deemed fulfilment is a legal fiction which is not part of English law

The High Court has ruled that English law does not recognise a doctrine that deems conditions precedent to a debt as having been fulfilled where the reason they have not been is the fault of the person that would owe the debt,…more

Breach of Contract, Commercial Litigation, Damages, Debt, EU

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Disclosure of the identity of funders and existence of ATE insurance

In The RBS Rights Issue Litigation [2017] EWHC 463 (Ch), 9 March 2017, the High Court set out important principles with respect to the circumstances in which disclosure of the identity of third-party funders and details of any…more

Litigation Funding, Third Party Funding, UK

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SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

Economic Crime Act – what the real estate industry needs to know

The Economic Crime (Transparency and Enforcement) Act 2022 requires overseas entities which own, or wish to acquire, certain real estate in the UK to register with Companies House and to provide, and keep up-to-date, information…more

Beneficial Owner, Foreign Entities, Real Estate Investments, Real Estate Market, UK

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Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

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SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

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Approval of the Executive Regulations to the Egyptian Competition Law

The Cabinet of Ministers in Egypt has recently approved the Executive Regulations accompanying the newly revised Egyptian Competition Law. This endorsement represents a pivotal phase in the legislative evolution that…more

Acquisitions, Competition, Corporate Governance, Egypt, Filing Deadlines

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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The U.S. Eleventh Circuit Court of Appeals en banc overturns Industrial Risk and INPROSTA

Last year, we wrote about precedent in the U.S. Court of Appeals for the Eleventh Circuit holding that international arbitration awards issued in the U.S. and encompassed by the New York Convention can be vacated only under the…more

Arbitration, Arbitration Awards, Federal Arbitration Act, Foreign Arbitral Awards, International Arbitration

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Announcement of new DOJ Whistleblower Policy

On March 7, 2024, Deputy Attorney General Lisa Monaco announced a new 90-day pilot program at the Department of Justice (DOJ) to incentivize whistleblowers. The program is inspired by and generally follows similar programs…more

CFTC, Criminal Investigations, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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Everything you need to know about the new procedure for administrative dissolution without liquidation of empty shell companies

The Luxembourg legislator has introduced a new procedure to wind up commercial companies: administrative dissolution without liquidation. The aim of this new procedure is to eliminate empty shell companies swiftly, i.e…more

Dissolution, Liquidation, Luxembourg, Shell Corporations

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Interpreting the UNCITRAL Model Law on Cross-Border Insolvency: Singapore courts adopt a uniform, consistent and expansive approach

Creditors involved in cross-border restructuring or insolvency proceedings of corporate groups will find that the approach of the Singapore courts to questions of cross-border insolvency provides the assurance of an orderly…more

Appeals, Bankruptcy Code, Chapter 11, Chapter 15, Corporate Restructuring

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Why more private capital fund managers are domiciling in Asia

Pragmatic fund structures and attractive tax and setup incentives are convincing an increasing number of private capital fund managers to domicile in Hong Kong and Singapore…more

Asset Management, Fund Managers, Private Equity, Private Equity Funds

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

See all updates »

SEC charges Impact Theory for unregistered offering of NFTs

On August 28, 2023, the Securities and Exchange Commission (the “SEC”) charged Impact Theory, LLC (“Impact Theory”), a media and entertainment company headquartered in Los Angeles, with conducting an unregistered securities…more

Asset Purchaser, Cryptocurrency, Digital Assets, Enforcement Actions, Financial Transactions

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FRAND: Improved outlook for implementers in the U.K. and U.S.

The licensing of Standard Essential Patent (SEP) portfolios is a global business and the question of how to resolve disputes over those licenses is one that courts all over the world are grappling with…more

FRAND, Intellectual Property Protection, IP License, Patents, Standard Essential Patents

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

See all updates »

Social elections 2024: Know your GDPR obligations

Compliance with GDPR requirements is a key factor when you plan and conduct social elections. Since the social elections procedure involves the processing of a lot of personal employee data, for example, the list of leading…more

Electronic Voting Machines, Employees, Employer Liability Issues, General Data Protection Regulation (GDPR), Personal Data

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Middle East A&O disputes update: the UAE revises its Arbitration Law

The UAE has recently revised its federal Arbitration Law through Federal Decree No. (15) of 2023, which came into force on 16 September 2023. This revision comes five years after the UAE introduced the federal Arbitration…more

Arbitrators, Dispute Resolution, International Arbitration, Middle East, Regulatory Requirements

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OECD Pillar Talk: Pillar Two looming; Pillar One one step closer

European summer might well be in full swing, but that has not stopped the OECD from pushing ahead with the implementation of its Two-Pillar reforms to international taxation. (For further background on the two Pillars, see our…more

Inflation Reduction Act (IRA), International Tax Issues, OECD, Pillar 2, STTR

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Pro bono support for asylum seekers detained in the UK

To mark UK National Pro Bono Week, A&O volunteers talk about their work to support asylum seekers at risk of removal from the UK to Rwanda…more

Asylum, Immigration Procedures, Pro Bono, Refugees, UK

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Regulatory monitoring - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBS: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Banking Sector, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Investment

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Indonesia toll road update

Law No 38 of 2004 on Roads was amended on 12 January 2022 by Law No 2 of 2022 (the Road Law) and we have identified three changes which impact investment in the toll road sector. One is relating to tariff, the other on…more

Indonesia, Infrastructure, Roads, Toll Roads

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Federal Circuit affirms district court finding of no induced or contributory infringement of generic depression drug

In H. Lundbeck A-S v. Lupin Ltd., Case No. 2022-1194 (Fed. Circ. December 7, 2023), Plaintiffs, H. Lundbeck A/S (“Lundbeck”) and Takeda Pharmaceutical Company Ltd., Takeda Pharmaceuticals U.S.A., Inc., Takeda Pharmaceuticals…more

Abbreviated New Drug Application (ANDA), Appeals, Hatch-Waxman, Intellectual Property Protection, Life Sciences

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Arbitration in Life Sciences Disputes: a View from New York

Life science companies are increasingly turning to international arbitration as a preferred dispute-resolution mechanism due to its confidentiality, comparative cost-effectiveness, and nearly universal enforceability. Evidence…more

Arbitration, Arbitrators, Dispute Resolution, Life Sciences

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Credibility is required to scale the carbon markets

With the Intergovernmental Panel on Climate Change (IPCC) concluding that it will be difficult (and in some cases impossible) to reduce emissions to zero in certain sectors, several hundred million tonnes of CO2 will need to be…more

Carbon Capture and Sequestration, Climate Change, Environmental Social & Governance (ESG), EU, Greenhouse Gas Emissions

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11th Amendment of German Competition Act enters into force, introducing significant reforms

The 11th amendment to the German Act Against Restraints of Competition (the Amendment) has been adopted on 6 July 2023 and will enter into effect following publication in the official journal, which is expected in the next few…more

Antitrust Provisions, Competition, EU, European Commission, Federal Cartel Office (the FCO)

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Senate Bill Introduced to Examine Bayh-Dole Reporting Requirements

On January 10, 2024, Senators Chris Coons and Thom Tillis introduced a bill titled Improving Efficiency to Increase Competition Act (“IEICA”). The IEICA would require that the Comptroller General provide a report to certain…more

Bayh-Dole Act, Biden Administration, Congressional Committees, Life Sciences, Patent Litigation

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

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Market access for innovations made easier in Slovakia

On 1 August 2022, a crucial amendment to Act No. 363/2011 Coll. on the scope and conditions of the reimbursement of medicinal products, medical devices and dietetic foods under public health insurance (the Reimbursement Act)…more

Innovation, Medical Devices, Pharmaceutical Industry, Slovakia

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Global M&A Insights - Innovation thrives amid challenging conditions

As we look ahead to the second half of 2023, the outlook for M&A remains complex. In the six months to the end of June, global deal value stood at USD1.2 trillion, around one-third of last year’s annual total. …more

Antitrust Provisions, Cross-Border Transactions, Department of Justice (DOJ), EU, European Commission

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Avoiding disputes in projects aimed at reducing emissions

The Middle East’s ambitions for achieving Net Zero mean there is a wealth of opportunity for projects aimed at reducing carbon emissions. However, these projects will require careful navigation of the growing labyrinth of risks…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Climate Change, Energy Projects

See all updates »

Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

China: Draft SEP antitrust guideline released by SAMR for public comment

On June 30, 2023, China’s antitrust authority – the State Administration for Market Regulation (SAMR) – released draft guideline on standard essential patents (SEPs) for public comment. The comment period ends on July 29, 2023…more

Anti-Monopoly, Antitrust Provisions, China, Draft Guidance, FRAND

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A new chapter for Turkish merger control

Turkish antitrust law has undergone some significant changes in the last couple of years (see the G&E articles here, here and here) and this trend looks set to continue. Most recently, on 4 March 2022, the Turkish Competition…more

Acquisitions, Competition, Competition Authorities, Merger Controls, Mergers

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Holiday housekeeping for 2024

UK holiday and holiday pay rules are changing from 1 January 2024 in a well-intentioned move to simplify and clarify the expectations of employers. For those who already comply with pre-Brexit ECJ case rulings on holiday pay…more

Employees, Employer Liability Issues, EU, International Labor Laws, Labor Regulations

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UK Listing Rules reforms: Controlling shareholder regime and dual-class share rights

This is the last publication in a series of Allen & Overy publications on the FCA's Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness Review…more

Dual Class Share Structures, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Listing Rules, Shareholders

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Investing in the energy transition: how private capital is fast tracking the journey to net zero

The global energy transition is well underway, spurred on by legally enshrined governmental net-zero targets and having been given additional impetus by Russia’s invasion of Ukraine. In 2022, clean energy investments were…more

Clean Energy, Climate Change, Energy Projects, Energy Sector, Environmental Social & Governance (ESG)

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CRD VI – What EU branches of third country banks need to know

The EU is harmonising the rules on the prudential supervision of EU branches of non-EU banks under CRD VI. The new EU-wide third country branch regime will introduce minimum requirements including capital and liquidity…more

Banking Sector, Capital Markets, Capital Requirements, Capital Requirements Regulation (CRR), Cross-Border

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The UPC Court of Appeal in action: Insights from the first hearing before the UPC Court of Appeal

Today marked a ‘historic moment’ for the UPC, as Klaus Gabrinsky, the President of the UPC Court of Appeal, noted in his opening remarks: the first UPC Court of Appeal hearing, on 18 December 2023 in Luxembourg. The case at…more

Appeals, Luxembourg, Patents, Pharmaceutical Patents, Pleadings

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MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

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Lenders beware: are you waiving your rights away?

In Lombard North Central v European Skyjets, the court gives all secured lenders a lesson in how to declare an event of default, terminate a credit agreement and enforce security. What makes this case interesting is that the…more

Borrowers, Lenders, Mortgages, UK

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Sustainability linked lending in the leveraged finance market

Environmental, Social and Governance (ESG) matters have long been a talking point in the leveraged finance market, but the end of 2020 and the first few months of 2021 have seen deal flow take off for transactions addressing…more

Environmental Social & Governance (ESG), Leveraged Finance, Sustainability, UK

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Impact of recent corporate criminal liability reforms for PE firms

The new failure to prevent fraud offence and new ‘senior manager’ attribution test for corporate criminal liability contained in the Economic Crime and Transparency Act 2023 are relevant to private equity firms for two key…more

Companies Act, Corporate Crimes, Criminal Liability, Portfolio Companies, Private Equity

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Germany’s New Supply Chain Act – Part 4 of 4 – FAQs

This briefing is Part 4 of a series of briefings aiming at providing an overview of the key elements of the new German Supply Chain Due Diligence Act. On 11 June 2021, the German parliament approved the Federal Act on…more

Cease and Desist, Cease and Desist Orders, Due Diligence, Germany, Reporting Requirements

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Court of Appeal says no implied term preventing Tesco’s “firing and rehiring” plan

A reminder, if one is needed, of how difficult it can be to imply a term. The Court of Appeal found the High Court was wrong to have implied a term into an employment contract restraining the controversial practice of “firing…more

Contract Termination, Contract Terms, Employer Liability Issues, Employment Contract, Employment Litigation

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Resurging opportunity for Sustainability-linked Loans in Indonesia

In February 2023, the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA) re-issued the Sustainability-linked Loan (SLL) Principles and the SLL…more

Bank Loan Markets, Borrowers, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

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Disclosure Pilot Scheme: meaning of “control” over third party documents

In proceedings subject to the Disclosure Pilot Scheme, a third party’s willingness to cooperate in the provision of potentially relevant documents did not amount to a party’s “control” over those documents. Even if a party does…more

Disclosure, Disclosure Requirements, Documentation, Shipping, UK

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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States have unlimited capacity: Law Debenture v Ukraine

Foreign states formally recognised by the UK government have unlimited capacity, the UK Supreme Court has confirmed, in a significant decision in long running litigation between a trustee for Eurobonds (held by Russia) and…more

Eurobonds, Russia, Sovereign Debt, UK, Ukraine

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aosphere + regtech = a good match

Q&A with Head of Rulefinder Shareholding Disclosure (SD), Faye Sutherland. We ask Faye about the integration of aosphere legal content into automated compliance solutions and aosphere’s relationship with the regtech providers…more

Disclosure Requirements, Financial Institutions, RegTech, Shareholders

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Breach of public procurement rules – damages and timing of challenge

In Nuclear Decommissioning Authority v Energy Solutions EU Ltd [2017] UKSC 34, the Supreme Court ruled that a public authority’s breach must be sufficiently serious under both UK and EU public procurement laws for a disappointed…more

Public Contracts, Public Procurement Policies, UK, UK Supreme Court

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SEC charges Impact Theory for unregistered offering of NFTs

On August 28, 2023, the Securities and Exchange Commission (the “SEC”) charged Impact Theory, LLC (“Impact Theory”), a media and entertainment company headquartered in Los Angeles, with conducting an unregistered securities…more

Asset Purchaser, Cryptocurrency, Digital Assets, Enforcement Actions, Financial Transactions

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Pensions: What's New This Week 8 July 2019

Welcome to your weekly update from the Allen & Overy Pensions team, bringing you up to spee?d on the latest legal and regulatory developments in the world of occupational pensions. …more

Employee Benefits, Pension Schemes, Pensions, Retirement Plan, The Pensions Regulator (TPR)

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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Russian Supreme Court says sanctioned persons may ignore arbitration clauses

On 9 December 2021, Russian Supreme Court published its decision on the appeal in the case of Uraltransmash vs PESA, which was of great interest for every party doing business with Russian companies…more

Arbitration, Office of Foreign Assets Control (OFAC), Russia, SDN List

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

See all updates »

Great Fund Insights: New Year, new marketing guidelines

In this Great Fund Insights client alert, Allen & Overy's aosphere team explore ESMA's Guidelines for Funds' Marketing Communications that come into force on 2 February 2022. …more

Fund Managers, Investment, Investment Funds, Investors

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

See all updates »

It pays to read your NDAs

When assessing whether a non-compete is an unlawful restraint of trade, express or implied non-contractual intentions can be used to evidence legitimate interests and therefore reasonableness…more

Confidential Information, Contract Terms, Non-Disclosure Agreement, UK

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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EU Securitisation Regulation: good news for Cayman SSPEs

As the EU removes the Cayman Islands from the EU AML/CFT blacklist with effect from 7 February 2024, concerns and barriers for EU sell- and buy-side parties on securitisations involving Cayman SSPEs fall away…more

AML/CFT, Anti-Money Laundering, Capital Markets, Cayman Islands, EU

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An Individual Lender's Rights Under A Syndicated Loan

The traditional view of a syndicated loan has always been that an individual lender can take action to recover its share of the loan when due unless it is expressly prohibited from doing so. Unfortunately, a Hong Kong court in…more

Financial Institutions, Hong Kong, Lenders, Loan Agreements, Loan Market Association

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Avoiding disputes in projects aimed at reducing emissions

The Middle East’s ambitions for achieving Net Zero mean there is a wealth of opportunity for projects aimed at reducing carbon emissions. However, these projects will require careful navigation of the growing labyrinth of risks…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Climate Change, Energy Projects

See all updates »

HM Treasury concludes its Payments Landscape Review

HM Treasury's recent publication concludes the Government's review of he payments landscape. In it, the Government sets out its vision for the UK payments sector identifying four priority areas and actions for itself, regulators…more

Banking Sector, Financial Conduct Authority (FCA), Financial Services Industry, HM Treasury, UK

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Risks in sustainability-related disclosures – reflections on landmark climate litigation actions in the English courts

Last year, we wrote about ClientEarth’s application to the High Court of England and Wales for permission to bring a judicial review claim, alleging that the UK Financial Conduct Authority (FCA) unlawfully approved the IPO…more

Capital Markets, Climate Change, Corporate Governance, Disclosure Requirements, Environmental Social & Governance (ESG)

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Rent arbitration and the UK restructuring toolkit

We look at the new rent arrears ringfencing and binding arbitration regime for commercial tenants and their landlords. Continued economic uncertainty means large tenants and their stakeholders should be mindful of the UK’s…more

Arbitration, Commercial Leases, Commercial Tenants, Landlords, Tenants

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UK Corporate Insolvency Reforms: What do I need to know?

The UK Government’s response issued on 26 August 2018 confirms that the UK corporate restructuring toolbox will change (and expand). Some of the proposed changes could be significant for borrowers, creditors and distressed…more

Commercial Bankruptcy, Corporate Restructuring, Creditors, Debt Restructuring, Insolvency

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Valid in Venezuela

The New York Court of Appeals Requires an Examination of Venezuelan Law to Assess the Validity of a Note Exchange under Section 8-110 of the New York UCC. The continuing litigation and dispute over the 2016 exchange (the…more

Appeals, Citgo, Enforcement, International Monetary Fund, Jurisdiction

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Inflation Reduction Act of 2022 – Energy Provisions and Related Tax Credits

On July 30, 2022 the U.S. House of Representatives passed The Inflation Reduction Act of 2022. The bill includes notable revisions to many of the green energy items addressed in our prior publications and specifically targets…more

Energy Projects, Investment Tax Credits, Production Tax Credit, Renewable Energy, Solar Energy

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Decarbonisation in Africa

As the world focuses on energy transition and decarbonisation, there is clearly no shortage of bold ambition on the part of many African governments to play a key role in global efforts to tackle climate change. Meanwhile, the…more

Africa, Carbon Emissions, Clean Energy, Climate Change, Energy Projects

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Italian 2024 budget law - Allen & Overy

The Budget Law extends the applicability of the Italian participation exemption regime (Italian PEX) to companies and trade entities which are resident in an EU or EEA member State (that allows an adequate exchange of…more

Budgets, Capital Gains, Corporate Governance, Corporate Taxes, EU

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Clarification changes to the August 2005 Luxembourg Act

Clarification changes in relation to the Luxembourg Act dated 5 August 2005 on financial collateral arrangements, as amended (the Luxembourg Collateral Act)…more

Collateral, Financial Services Industry, Luxembourg

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

See all updates »

Indonesia – Personal Data Protection Bill adopted

On 20 September 2022, the Parliament of Indonesia adopted the draft Law on the Protection of Personal Data (PDP Bill). Before becoming law, the PDP Bill needs to be ratified by the President and published in the Official…more

Cybersecurity, Data Breach, Data Privacy, Data Protection, Data Security

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Representative Actions for Redress: A New Option Since 13 October 2023

The redress action allows consumer associations to collectively sue companies for performance claims of consumers. The law has entered into force on 13 October 2023…more

Class Action, Dispute Resolution, EU, Germany, Injunctions

See all updates »

Russia's invasion of Ukraine and the importance of an operational and cyber risk defence

With rapidly evolving developments regarding Russia and Ukraine, the FCA has reiterated that firms need to be vigilant of operational and cyber resilience…more

Cybersecurity, Financial Conduct Authority (FCA), Popular, Russia, Ukraine

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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The Spanish Supreme Court reviews its criteria on usurious interest rates for revolving credit cards

On 4 March 2020, the Spanish Supreme Court issued a ruling that partially reviews its previous position regarding the usurious interest rates for revolving credit cards. In particular, in judgement 149/2020, the Supreme Court…more

Banking Sector, Credit Cards, Interest Rates, Spain

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Ripple Labs: long-awaited decision answers some questions but gives rise to further uncertainty

In SEC v. Ripple Labs, the U.S. Securities and Exchange Commission (“SEC”) alleges that Ripple Labs, Inc. and two of its executives raised over $1.3 billion through an unregistered and ongoing digital asset securities offering…more

Capital Raising, Cryptocurrency, Digital Assets, Enforcement Actions, Offerings

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The Supreme Court of Thailand issues judgement endorsing the use of SIAC Expedited Procedure

The Supreme Court of Thailand has burnished its pro-arbitration credentials in a recent decision that recognises the primacy of the SIAC Expedited Procedure and promotes certainty for parties involved in Thailand-related SIAC…more

Arbitration, Arbitration Awards, International Arbitration, SAIC, Thailand

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New law modernising Luxembourg investment funds takes effect

On 28 July 2023, the law of 21 July 2023, which modernises the laws governing UCITS, Part II UCIs, SIFs, SICARs, RAIFs and Luxembourg asset managers, enters into force (the Law). …more

AIFM, Asset Management, ELTIF, EU, Investment

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VAT liability for supervisory board remuneration

The VAT handling of the settlement of remunerations for Supervisory Board members has been changed. Consequences resulting from these changes must be implemented by 1 January 2022 at the latest. Companies must check the legal…more

Corporate Taxes, Germany, International Tax Issues, Remuneration, Value-Added Tax (VAT)

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Morocco Green Hydrogen Offer - key takeaways

The Morocco Hydrogen Offer (the Offer) finally landed on 11 March 2024. It was much expected by the developers and the investors. The Offer is intended to cover the entire value chain of the green hydrogen sector. It was…more

Energy Projects, Energy Sector, Hydrogen Power, Investment, Investors

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Navigating a greener world: Sustainability reporting obligations, directors’ duties and an action plan

“Sustainability is our business”, is a phrase that many companies insert into their sustainability reports, reflecting the increasing trend for companies to showcase their sustainability credentials. In fact, 80% of companies…more

Board of Directors, Corporate Governance, Environmental Social & Governance (ESG), Sustainability

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Resurging opportunity for Sustainability-linked Loans in Indonesia

In February 2023, the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA) re-issued the Sustainability-linked Loan (SLL) Principles and the SLL…more

Bank Loan Markets, Borrowers, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

See all updates »

Lessons learned from "Health Tech Innovators" conference

Allen & Overy was delighted to be involved in the recent London Technology Week event called “Health Tech Innovators”. ?Organised by Tech London Advocates, MedCity and DigitalHealth.London, the event brought together…more

3D Printing, Life Sciences, Shareholders, Technology, UK

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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Managing future disputes risks

Disputes risks are an ever-present part of doing business. Indeed, for some, these risks are built into their business model. They like to move fast and accept they may break some things. Disputes are part of the cost of…more

Artificial Intelligence, Dispute Resolution, Innovative Technology, Investment, Machine Learning

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The FCA's final ban on right of first refusal/right to act provisions: will it affect corporate lending and acquisition finance markets?

On 27 June, the UK Financial Conduct Authority (FCA) published a policy statement setting out the final form of its proposed ban on right of first refusal and right to act provisions relating to the supply of certain future…more

Acquisition Finance, Financial Conduct Authority (FCA), Lenders, Right of First Refusal, UK

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Virtual APAC Corporate Academy Session 1 - Trends in private M&A

Every year, analysts at Allen & Overy review M&A data collected by the firm over the previous 12 months of deals. The analysts look for trends, year-on-year changes and differences in practice across the globe. Recently, we…more

Buyers, Escrow Accounts, Foreign Direct Investment, Sellers

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

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What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

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New ESG changes to MiFID II - What investment firms and banks need to know

The European Commission has finalised its proposed ESG-related changes to MiFID II. These are intended to fit together with SFDR, and are part of a suite of ESG related changes being made via amends to AIFMD, the UCITS…more

Banks, Environmental Social & Governance (ESG), EU, Institutional Investors, Investment Firms

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A brave new world for stamp duty?

The UK government’s proposals for the reform of stamp duty have been widely welcomed; it is generally felt that modernisation and reform are long overdue in this context. Although the proposals are not intended to alter the UK’s…more

CREST, Stamp Duty Land Tax, Stamp Taxes, Tax Liability, UK

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New twist in the Illumina/GRAIL saga: Advocate General challenges European Commission’s power to review below-threshold mergers

In a much-anticipated opinion, Advocate General Nicholas Emiliou (AG) has advised the European Court of Justice (ECJ) to set aside the General Court (GC)’s Illumina/GRAIL judgment. The AG is of the view that the European…more

Antitrust Division, Antitrust Provisions, Competition, EU, EUMR

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FASTER: the European Commission’s proposal to improve withholding tax procedures

The European Commission has released its much anticipated proposal on streamlining withholding tax procedures. The proposal for a Directive on the “Faster and Safer Relief of Excess Withholding Taxes” (or the “FASTER” proposal)…more

Capital Requirements Regulation (CRR), Cross-Border Transactions, CSDR, EU, European Commission

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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UK sanctions systems and controls: lessons learnt

The UK Financial Conduct Authority (FCA) has assessed the systems and controls relating to sanctions compliance for over 90 firms across a range of sectors and summarised its findings of good and poor practice. Acknowledging the…more

Economic Sanctions, Enforcement Actions, Financial Conduct Authority (FCA), Know Your Customers, Military Conflict

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Economic Crime Act – what the real estate industry needs to know

The Economic Crime (Transparency and Enforcement) Act 2022 requires overseas entities which own, or wish to acquire, certain real estate in the UK to register with Companies House and to provide, and keep up-to-date, information…more

Beneficial Owner, Foreign Entities, Real Estate Investments, Real Estate Market, UK

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Embedding sustainability in practice – how companies will need to adapt to successfully address sustainability-related regulation

Financing the transition to Net Zero will necessitate fundamental changes to the businesses are managed. Here we take a look at practical steps senior leaders can take to address the challenges they face…more

Board of Directors, Climate Action Plan, Environmental Social & Governance (ESG), EU, Net Zero

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Losing control: What the Mints Court of Appeal judgment means for UK sanctions

On 6 October 2023, the Court of Appeal handed down judgment in the case of Mints & ors v PJSC National Bank Trust & anor [2023] EWCA 1332. The judgment confirmed that the UK’s sanctions do not preclude the English courts from…more

Appeals, Control Test, Financial Institutions, HM Treasury, International Trade

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Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of a…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Mergers

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Optis v Apple [2021] EWHC 2564 (Pat): Apple found to be an “unwilling licensee”

The “unwilling licensee” issue has been a vexed one, with uncertainty as to whether such a concept exists, its relevance, and what an implementer must do to avoid becoming one. As for the concept of FRAND itself, there is no…more

FRAND, Patent Infringement, Patent Litigation, Patents, UK

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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New French law will require reporting of cybersecurity incidents within 72 hours to benefit from insurance coverage

On 25 January 2023, France’s Orientation and Programming Law of the Ministry of the Interior (LOPMI) was published in the Official Journal. LOPMI amends various legislative acts, including the French Insurance Code…more

CNIL, Data Breach, Data Protection, France, Insurance Industry

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Employee risk considerations for private capital investors

Employee activism is increasingly becoming a focal point within the private equity sector, as employees leverage their voice to influence company policies and practices. This shift towards a more vocal workforce has prompted…more

Competition, Diversity and Inclusion Standards (D&I), Employees, Employment Contract, EU

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Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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Equity Capital Markets in 2023: A year to be flexible, ready and creative

In 2022, Allen & Overy’s Equity Capital Markets practice was again involved in many high profile and significant ECM transactions around the world. Our standing in the market, and our role in the successes of our clients, makes…more

Capital Markets, Capital Raising, Initial Public Offering (IPO)

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Germany's new coalition agreement: Change is afoot for the financial services industry?

The three political parties set to form the next German government published a coalition agreement on 24 November. Its part on the German and European financial market in most respects seems to indicate only modest changes to…more

Anti-Money Laundering, BaFin, Banking Sector, EU, Financial Institutions

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Regulatory monitoring: EU version - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBA: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Anti-Money Laundering, Artificial Intelligence, Banking Regulators, Banking Sector, Capital Markets

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White collar crime enforcement in Germany: trends and developments

German authorities have intensified and accelerated their enforcement activities in 2023, following a slowdown of both investigations and court proceedings during the pandemic. This had led to a surge of dawn-raids in…more

Anti-Money Laundering, Compliance, Corporate Crimes, Criminal Liability, Cross-Border

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German Insolvency Law adjusted to uncertain times

Temporary shortening of the forecast period relating to the over-indebtedness check and other changes until 31 December 2023. …more

Corporate Restructuring, Debtors, Germany, Insolvency

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Data Centres: Legal Issues for Real Estate Investors

Data centre investment offers a strong yield compared to many other asset classes for real estate investors with the right platform and appetite. Thanks to the global exponential growth in internet traffic and data centre…more

Investment, Investors, Real Estate Investments

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Labour and social security measures addressing the crisis provoked by Covid-19

Royal Decree 463/2020 of 14 March, by which the state of alarm in Spain is declared, includes a number of measures, among them the limitation of freedom of movement, which limits the freedom of movement of people, though it…more

Coronavirus/COVID-19, Infectious Diseases, Public Health, Spain

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Regulatory monitoring - June 2023

ECB in focus is our blog dedicated to the banking supervisory activities of the European Central Bank (ECB). We report on key developments in European banking regulation led by the ECB as part of the Single Supervisory Mechanism…more

Anti-Money Laundering, BaFin, Banking Sector, Banks, EU

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Covid-19 Coronavirus: U.S. CARES Act

The Potential Tax Impact of the U.S. CARES Act - On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law, providing economic relief to businesses and individuals affected…more

CARES Act, Coronavirus/COVID-19, Employee Retention, Net Operating Losses, Relief Measures

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Nine key takeaways from the UAE's new Hydrogen Strategy

The UAE published its long-awaited hydrogen strategy last week, aiming to outline the key steps needed to position the UAE as a top global producer of low carbon hydrogen by 2031 and to support the UAE’s announced target of net…more

Carbon Emissions, Clean Energy, Clean Power Plan, Climate Action Plan, Climate Change

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Creeping expropriation of investment by foreign state

In the first known English court ruling to set aside an investment treaty arbitration award, the court ruled that an investor seeking redress for allegedly wrongful acts by a foreign State, which it claims constitute a creeping…more

Arbitration, Foreign Investment, Investors, Jurisdiction, UK

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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Aston Martin and the duty of good faith

The High Court rejects various claims that the sports car manufacturer breached express and implied duties of good faith. This dispute between Aston Martin and AMMENA, its distributor in the MENA region, began when AMMENA…more

Breach of Contract, Business Litigation, Contract Disputes, Contract Interpretation, Contract Terms

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Update – Germany tightens energy efficiency requirements: New challenges for companies and data centers

On 21 September 2023, the German Parliament passed the heavily discussed German Federal Act on the Increase of Energy Efficiency (Energieeffizienzgesetz – EnEfG) that aims at significantly increasing energy efficiency…more

Climate Change, Energy Efficiency, Environmental Social & Governance (ESG), EU, Germany

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Interpreting the UNCITRAL Model Law on Cross-Border Insolvency: Singapore courts adopt a uniform, consistent and expansive approach

Creditors involved in cross-border restructuring or insolvency proceedings of corporate groups will find that the approach of the Singapore courts to questions of cross-border insolvency provides the assurance of an orderly…more

Appeals, Bankruptcy Code, Chapter 11, Chapter 15, Corporate Restructuring

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Cultured chicken cell material received FDA's "No Questions" response letter: a milestone for the future of lab-grown meat

In November 2022, the U.S. Food and Drug Administration (“FDA”) issued a “No Questions” response letter (“Response”) to Upside Foods’ cultured chicken cell material submission (“Submission”)…more

Food and Drug Administration (FDA), Food Safety, Food Supply, Poultry

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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Financial crime and investigations update for UK corporates

The law and practice relating to financial crime and investigations is evolving fast. In the past 18 months we have seen two new Acts aimed at combatting financial crime (including the creation of two new corporate criminal…more

Cybersecurity, Data Protection, Deferred Prosecution Agreements, Financial Crimes, Money Laundering

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Former Chief Executive of bank fined for failing to take “reasonable steps”

The UK Prudential Regulation Authority (PRA) has fined the former CEO of Wyelands Bank GBP118,808 for various regulatory breaches, including that he failed to take reasonable steps to ensure the business for which he was…more

Banking Sector, Banks, Breach of Duty, CEOs, Corporate Fines

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

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New Hong Kong Legislation on outcome-related fee structures for arbitration

On 30 June 2022, Hong Kong enacted framework legislation which introduces legislative amendments aimed at allowing outcome-related fee structures (ORFS) in arbitration and related proceedings (the Amendments). …more

Arbitration, Fee Agreements, Fees, Hong Kong

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The German StaRUG-Scheme: Act on the Stabilisation and Restructuring Framework for Businesses

A short bullet point summary of the new StaRUG-Scheme and a non-reliance translation of the draft bill for the StaRUG-Scheme from German into English based on the preliminary text of the new draft legislation. …more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, EU, Germany

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Carve-out deals likely to rise after Covid-19

Carve-out and spin-off deals are likely to accelerate as companies emerge from the Covid-19 pandemic. Increasingly, companies are looking at alternative strategies to boost their competitiveness, increase their profits and…more

Acquisitions, Carve Out Provisions, Coronavirus/COVID-19, Private Equity, Private Equity Funds

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United States Supreme Court affirms invalidating claims for lack of enablement

Executive Summary - In Amgen Inc. v. Sanofi, the United States Supreme Court affirmed the lower courts’ judgment that the asserted claims of U.S. Patent No. 8,829,165 (“the ’165 Patent”) and U.S. Patent No. 8,859,741 (“the…more

Amgen, Enablement Inquiries, Patent Litigation, Patents, Pharmaceutical Industry

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Approval of the Executive Regulations to the Egyptian Competition Law

The Cabinet of Ministers in Egypt has recently approved the Executive Regulations accompanying the newly revised Egyptian Competition Law. This endorsement represents a pivotal phase in the legislative evolution that…more

Acquisitions, Competition, Corporate Governance, Egypt, Filing Deadlines

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The U.S. Environmental Protection Agency's new PFAS reporting rule takes effect

On November 13, 2023, the U.S. Environmental Protection Agency (EPA)’s final rule broadening reporting requirements for the “manufacture” of per- and polyfluoroalky substances (PFAS) (the PFAS Reporting Rule) took effect. The…more

Deadlines, Environmental Protection Agency (EPA), Manufacturers, New Rules, PFAS

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Navigating the challenges of sensitive workplace investigations: Key takeaways

Following on from our popular workplace investigations webinar we summarise the questions we received. The FAQs below represent the common themes coming out of the questions we received. In terms of terminology, we use…more

Employer Liability Issues, Former Employee, Witnesses, Workplace Investigations

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EU sanctions and the no re-export to Russia requirements

Who has to comply with the Regulation? The Regulation only applies to EU person exporters who are selling, supplying, transferring, or exporting the targeted goods (including aircraft) to third-country counterparts outside of…more

Aircraft, Aviation Industry, EU, Export Controls, Exports

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Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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Nuclear energy: ambitious plans, complex challenges in the Netherlands and abroad

The Dutch government recently announced its intention to build four new nuclear power plants by 2040, as part of its strategy to achieve climate neutrality by 2050 and reduce its dependence on natural gas imports…more

Energy Projects, Energy Sector, Financing, Imports, Investment

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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The ICC’s 2021 Arbitration Rules bring new focus on efficiencies and streamlined processes, including through the use of technology

The International Chamber of Commerce (the ICC) has published its revised 2021 Arbitration Rules (2021 Rules). The 2021 Rules, which will apply to all arbitrations registered after 1 January 2021, make a number of important…more

Arbitration, International Arbitration, International Chamber of Commerce (ICC)

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Covid-19 Coronavirus: Impact on Spanish Commercial Lease Agreements

Royal Decree 463/2020 (Covid-19 Spanish RD), came into force on Saturday 14 March 2020 and will initially be in force until 28 March 2020 (subject to extensions, which are very likely to take place)…more

Business Closures, Coronavirus/COVID-19, Spain

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Foreign direct investment regime in Spain: recent developments

Introduction - On 5 July 2023, Royal Decree 571/2023 on foreign investments (RD 571/2023), previously approved by the meeting of the Council of Ministers on 4 July 2023, was published in the Official State Gazette. It will…more

Critical Infrastructure Sectors, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment, Investment

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Landmark benchmark manipulation claim fails

Marme v Natwest Markets & Others - The High Court today (25 February 2019) handed down judgment in the case of Marme Inversiones v Natwest Markets plc & Others([2019] EWHC 366 (Comm)), dismissing Marme's misrepresentation…more

Banking Sector, EURIBOR, Financial Institutions, Misrepresentation, Swaps

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Supply chains and UK money laundering considerations

A recent English court ruling has shed light on the approach of UK enforcement authorities to the question of money laundering risks where there is potential forced labour / modern slavery in a supply chain. The ruling will be…more

Due Diligence, Forced Labor, Human Rights, Human Trafficking, International Criminal Court

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The Long Haul To Sustainability

Those markets include China, where Airbus has an A320 final assembly line at Tianjin, countries across South-East Asia, Japan and Australia. For Airbus, forming close collaboration with players in the Asia Pacific region is an…more

Airbus, Aircraft, Aircraft Sales, Aviation Industry, China

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Hong Kong SFC proposes changes to the Takeovers Code

The Hong Kong Securities and Futures Commission (the SFC) launched a consultation on proposed amendments to the Codes on Takeovers and Mergers and Share Buy‑backs (the Codes)…more

Acquisition Agreements, China, Consultation Papers, Corporate Sales Transactions, Hong Kong

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Covid-19 coronavirus: how the APAC courts and arbitral institutions have adapted to the challenge

As Covid-19 coronavirus continues to spread across the globe, the various forums for dispute resolution worldwide find themselves presented with novel challenges, in particular relating to issues around physical attendance at…more

Arbitration, Coronavirus/COVID-19, Dispute Resolution

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Investigations update: Hong Kong authorities ramp up enforcement in virtual assets and other sectors

Hong Kong has seen cryptocurrencies grow in popularity, highlighting the need for appropriate licensing regimes (implemented in the form of virtual asset service providers (VASPs)), bolstered by active enforcement…more

Criminal Liability, Critical Infrastructure Sectors, Cross-Border, Crowdfunding, Cryptocurrency

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Regulatory monitoring: EU version - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBA: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Anti-Money Laundering, Artificial Intelligence, Banking Regulators, Banking Sector, Capital Markets

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Parallel imports of repackaged medicinal products – when can brand owners oppose?

Three cases handed down on 17 November 2022 by the EU’s highest court shed important light on the ability of brand owners to oppose the repackaging of medicinal products, particularly where anti-tampering devices are replaced…more

Brand, Court of Justice of the European Union (CJEU), Importers, Imports, Intellectual Property Protection

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Compensation claims under the GDPR unpicking the latest EU and English case law and looking ahead

The first week of May 2023 saw further EU case law emerge on the right to compensation under the GDPR, and in this blog we analyse the implications of these latest rulings and consider what may be coming next…more

Cybersecurity, Data Privacy, Data Protection, Data Security, EU

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Revised EU rules on horizontal cooperation agreements include guidance on sustainability initiatives, information exchange and mobile telecom network sharing

On 1 June 2023, the European Commission (EC) adopted revised Horizontal Block Exemption Regulations on research & development agreements (R&D BER) and specialisation agreements (Specialisation BER) (jointly referred to as…more

Algorithms, Anti-Competitive, Competition, Cooperation Agreement, Data-Sharing

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German government lowers FDI screening threshold for certain industries

Introduction - In 2004, Germany enacted a regime empowering the German government to assess and prohibit the acquisition of German businesses active in the defence and encryption sector by Non-German investors. This regime,…more

Critical Infrastructure Sectors, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment, Germany

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Infrastructure series: Public Private Partnerships (PPP) in Indonesia

There is a strong consensus now that the PPP model works. In the last five years the number of PPP projects increased quite exponentially. The PPP market is made up largely by local investors and local financiers. State-owned…more

Construction Project, Indonesia, Infrastructure, Project Finance, Public Private Partnerships (P3s)

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Anti-Money Laundering And Counter-Terrorist Financing

Reputational concerns and the growing focus of financial regulators on money laundering and counter-terrorist financing (CTF) are starting to have an impact on how non-regulated sectors of the economy view and address these…more

Anti-Money Laundering, Money Laundering, Terrorism Funding, Terrorist Financing Regulations, UK

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New and increased investigation possibilities for the Belgian tax authorities as of 2023

Over the last few months, the Belgian legislator has enacted new measures that will expand the tax authorities' investigative powers from 2023 onwards. These measures include longer and new tax assessment periods, as well as the…more

Belgium, Income Taxes, Reporting Requirements, Tax Assessment, Tax Code

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Making a positive social impact

Around the world, in many different settings, A&O is drawing on all its resources – from financial to skills, time and expertise – to make a real difference in the lives of people. A&O’s new global charity partner, Women for…more

Diversity, Legal Advice, Mentors, Pro Bono, Professional Development

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New regulations on syndicated lending in Vietnam

From 30 June 2016, an amendment to the co-financing regulations requires the paying agent to be an onshore credit institution, “co-financing agreements” are now required to be entered into between the lenders for offshore…more

Financing, Lenders, Vietnam

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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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SEC Rule 192: Prohibition against conflicts of interest in certain securitizations

Seven months after our initial note on the subject, the United States Securities and Exchange Commission (the SEC) on November 27, 2023 adopted Rule 192 (Rule 192 or the Final Rule)1 pursuant to Section 27B of the Securities Act…more

Capital Markets, Compliance, Final Rules, Popular, Proposed Rules

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Deep seabed mining: The next frontier in clean energy minerals

The fight against climate change and the shift from carbon to clean energy is a monumental undertaking. It requires the widespread manufacture and adoption of electric vehicles, batteries, wind turbines, solar panels, and other…more

Clean Energy, Climate Change, Energy Exploration, Green Energy, Mineral Exploration

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Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of a…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Mergers

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National Security Division Announces New Self-Disclosure Policy in M&A Transactions

The National Security Division (NSD) of the Department of Justice announced a new self-disclosure policy on March 7, 2024 (M&A Policy) that impacts corporations, private equity firms, and venture capital firms and their merger…more

Acquisitions, Department of Justice (DOJ), Investors, Merger Controls, Mergers

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Decarbonising transportation requires collaboration and regulatory reform

Getting to Net Zero shipping and aviation is a complex challenge. However industry collaboration, innovation, new regulations and pressure from customers are helping to accelerate progress…more

Carbon Emissions, Climate Change, Net Zero, Shipping, Vessels

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Japan’s shifting attitudes change M&A market dynamics

Driven by changing attitudes and economic priorities, Japan remains a powerful outbound investor and is becoming an increasingly popular destination for inbound transactions…more

Acquisitions, Investment, Investors, Japan, Mergers

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Feeling conflicted: SEC Rule 192 and you

On January 25, 2023, the United States Securities and Exchange Commission (the SEC) revived a proposed rule (initially proposed in September 2011) pursuant to Section 27B (Proposed Rule 192) aimed at preventing material…more

ABS, Asset-Backed Securities, Conflicts of Interest, Liquidity, Proposed Rules

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Germany’s New Supply Chain Act – Part 3 of 4 – Litigation

The Supply Chain Due Diligence Act (the “Act”) does not create any new civil liability for in-scope companies. The Act does, however, increase the risk to companies of litigation under the existing civil liability regime by…more

Due Diligence, Germany, Human Rights, Supply Chain

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Covid-19 coronavirus: Legal ramifications in asset finance

Financiers, lessees, borrowers and sponsors in the asset finance sector are feeling the detrimental impact of Covid-19 on their business. This note examines some of the legal issues faced by the parties and how they might manage…more

Contract Terms, Coronavirus/COVID-19, Financial Services Industry, Force Majeure Clause, UK

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Private Markets Global Trends 2024

Private markets have shown remarkable resilience and innovation in the face of unprecedented challenges and opportunities in the past few years. From the pandemic to the digital transformation, from the climate crisis to the…more

Capital Markets, Capital Raising, Fund Managers, Fund-raising, Investment

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Developments in sanctions targeting Myanmar

Following the military coup in Myanmar on February 1, 2021, the U.S., UK and EU have imposed a range of sanctions targeting individuals and entities affiliated with the Burmese military…more

Biden Administration, Burma, Executive Orders, Myanmar, Office of Foreign Assets Control (OFAC)

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Direct electricity lines finally become a real option for Polish renewable energy sources

An amendment to the Polish Energy Law, effective from 7 September 2023, will create new opportunities for entities interested in securing renewable energy in Poland. The amendment introduces significant changes to the rules and…more

Amended Legislation, Electricity, Energy Sector, Legislative Agendas, Poland

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Enhancing the insolvency tools for insurance companies

In July 2022, the UK government proposed two key changes to the existing insolvency arrangements in respect of insurance companies as part of a wider set of reforms to the existing Financial Services and Markets Act 2000 (FSMA…more

FSMA, Insolvency, Insurance Industry, Reinsurance, UK

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New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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First debarment and suspension regime introduced in Australia: what you need to know

The state of Western Australia (WA) has introduced Australia’s first debarment and suspension regime. It establishes grounds and processes through which the WA government can work with suppliers to improve their business…more

Australia, Criminal Convictions, Federal Contractors, Suspensions & Debarments

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Our top ten enforcement takeaways from the FCA Business Plan 2024/25

The UK Financial Conduct Authority (FCA) has published its business plan for 2024/25. Reducing and preventing financial crime, championing consumer needs and strengthening the UK’s position in global wholesale markets all remain…more

Banking Sector, Banks, Business Plans, Enforcement, Enforcement Statistics

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Takeaways from Treasury's proposed regulations on U.S. tax credits for clean hydrogen production

The U.S. Treasury Department (Treasury) and the Internal Revenue Service (the IRS) issued proposed regulations on December 22, 2023, providing initial guidance on the clean hydrogen tax credit under section 45V (the 45V Credit)…more

Department of Energy (DOE), Energy Projects, Energy Sector, EU, Greenhouse Gas Emissions

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

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New Hong Kong Legislation on outcome-related fee structures for arbitration

On 30 June 2022, Hong Kong enacted framework legislation which introduces legislative amendments aimed at allowing outcome-related fee structures (ORFS) in arbitration and related proceedings (the Amendments). …more

Arbitration, Fee Agreements, Fees, Hong Kong

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More than a leap of good faith to override express terms

A relational contract containing a duty to act in good faith could not be implied to contradict express termination provisions…more

Commercial Contracts, Contract Disputes, Contract Interpretation, Contract Terms, Good Faith

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Bankruptcy Petition vs Exclusive Jurisdiction Clause

Who has the last word? The effect of an exclusive jurisdiction clause on insolvency proceedings - On 4 May 2023, the Court of Final Appeal (CFA) handed down its much-awaited judgment in Re Guy Kwok Hung Lam [2023] HKCFA 9…more

Commercial Bankruptcy, Creditors, Debtors, Foreign Bankruptcies, Hong Kong

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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EU Foreign Subsidies Regulation increases M&A risk

The EU Foreign Subsidies Regulation (FSR) took effect in July 2023. It aims to regulate subsidies granted by non-EU countries to ensure that they do not distort competition in the EU internal market. For dealmakers, it is…more

Acquisitions, Antitrust Division, EU, Filing Requirements, Foreign Subsidiaries

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

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M&A Insights H1 2022

There has been an explosion of interest in the growth capital market in recent years, with numerous new investors raising billions of dollars for investment in earlier stage companies positioned for expansion. …more

Acquisitions, Investment, Investors, Mergers, Private Equity

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The English representative action regime is back… but for how long?

In refusing to strike out a representative action, the High Court has breathed renewed life into the regime. The landscape of English collective proceedings may be rising from the ashes: Commission Recovery v Marks & Clerk LLP…more

Intellectual Property Protection, Patents, Trademarks, UK

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10 lessons in sustainability regulation

Creating an effective regulatory framework will be critical to deliver Net Zero. But does that mean more – or less – regulation? From trade agreements to taxonomies, carbon adjustment mechanisms to corporate sustainability…more

Asia Pacific, Carbon Capture and Sequestration, Climate Change, Corporate Governance, Corporate Social Responsibility

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Embedding sustainability in practice – how companies will need to adapt to successfully address sustainability-related regulation

Financing the transition to Net Zero will necessitate fundamental changes to the businesses are managed. Here we take a look at practical steps senior leaders can take to address the challenges they face…more

Board of Directors, Climate Action Plan, Environmental Social & Governance (ESG), EU, Net Zero

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Individuals under investigation: questions to ask regarding D&O cover and company indemnities

A manager or executive under investigation, either internally by the company, or by an authority, should understand the protection offered by D&O policies and company indemnity contracts, and in particular what those products do…more

D&O Insurance, Indemnification, Insurance Industry, Policy Terms

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Covid-19 coronavirus: competition and consumer protection in Poland

The new Polish Anti-Crisis Shield legislation, being the response to the Covid-19 crisis, introduces significant changes to competition law and consumer protection. Below we summarise what these newly implemented measures might…more

Antitrust Provisions, Competition, Coronavirus/COVID-19, Poland

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A&O Consulting: Looking beyond Covid-19

As regulated firms start to move to a more stable hybrid working approach, the FCA recently published a statement setting out regulatory expectations ‘so firms can plan and continue to meet their regulatory responsibilities’…more

Coronavirus/COVID-19, Financial Conduct Authority (FCA), Infectious Diseases, Remote Working, UK

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Allen & Overy and Standard Chartered launch guide to payment regulations in Asia

Allen & Overy and international banking group Standard Chartered have today launched the first Guide to Payment Regulations for corporates and fintech customers navigating the evolving payments landscape in eight key markets in…more

Asia, Banking Sector, Banks, Capital Markets, China

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Changes to Czech Law: Implementation of the Covered Bond Directive

In April 2022, a bill amending the Czech Act No.190/2004 Coll., on Bonds, as amended (the Czech Act on Bonds) passed the legislative process (the CBD Amendment)…more

Banking Sector, Banks, Covered Bonds, Czech Republic

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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Minority investments: How to use corporate venturing for strategic gain

Corporate venturing – acquiring minority stakes in smaller, often high-growth or disruptive enterprises – can be a very effective tool for large, established companies looking to accelerate the digital transformation of their…more

Investment, Investors, Startups, Venture Capital

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A&O’s secondees support refugees fleeing Ukraine with pro bono legal advice

In the months following the invasion of Ukraine, a group of law firms and NGOs worked together to mobilise a collaborative pro bono response to assist Ukrainian refugees in Poland. The outcome was the joint secondment programme…more

Client Services, Law Firm Associates, Law Firm Partners, Law Practice Management, Pro Bono

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Regulatory monitoring

ECB in focus is our blog dedicated to the banking supervisory activities of the European Central Bank (ECB). We report on key developments in European banking regulation led by the ECB as part of the Single Supervisory Mechanism…more

Banking Sector, Banks, EU, European Banking Authority (EBA), European Securities and Markets Authority (ESMA)

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Nine key takeaways from the UAE's new Hydrogen Strategy

The UAE published its long-awaited hydrogen strategy last week, aiming to outline the key steps needed to position the UAE as a top global producer of low carbon hydrogen by 2031 and to support the UAE’s announced target of net…more

Carbon Emissions, Clean Energy, Clean Power Plan, Climate Action Plan, Climate Change

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Sustainable lending – a growing role for Islamic finance and Middle Eastern financiers

The aims of ESG investing and Islamic Finance structures are already closely – though not perfectly – aligned. Middle Eastern governments are looking to diversify away from oil and gas. This, Samer Eido and Afsha Karim explain,…more

Climate Change, COP, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

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Regulatory monitoring: EU version - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBA: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Anti-Money Laundering, Artificial Intelligence, Banking Regulators, Banking Sector, Capital Markets

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What the FCA’s Business Plan and Strategy really means: collection and use of data

The requirement for firms to collect and report quality data has never been more important, with the UK Financial Conduct Authority’s (FCA) outcome driven strategy looking to rely on firm data to realise its plans. In this post…more

Data Collection, Financial Conduct Authority (FCA), Financial Services Industry, Prudential Regulation Authority (PRA), UK

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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European Data Protection Board adopts report on Data Protection Officers

The European Data Protection Board (EDPB) adopted a report on the challenges faced by Data Protection Officers (DPOs) (the Report) on 16 January 2024. This Report follows a coordinated investigation involving 25 EEA supervisory…more

Data Protection, Data Protection Officers (DPOs), Enforcement Actions, EU, EU Data Protection Laws

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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The Register of Overseas Entities – what the real estate industry needs to know - March 2024

The Economic Crime (Transparency and Enforcement) Act 2022 requires overseas entities which own, or wish to acquire, certain real estate in the UK to register with Companies House and to provide, and keep up-to-date, information…more

Beneficial Owner, Corporate Transparency Act, Enforcement Actions, Investors, Lenders

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Covid-19 coronavirus: temporary changes to Australia's foreign investment laws

Australia has introduced significant temporary changes to the notification requirements under the Foreign Acquisitions and Takeovers Act (FATA) administered by the Foreign Investment Review Board (FIRB)…more

Australia, Coronavirus/COVID-19, Foreign Acquisitions, Foreign Investment

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To deliver change, regulation must respect the efficiency of the debt capital markets

Excessive rigidity has the potential to drive away issuers. Authorities focused on delivering Net Zero must therefore design rules with this in mind…more

Association of Southeast Asian Nations (ASEAN), Capital Markets, Debt Market, EU, Financial Conduct Authority (FCA)

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UK regulators expectations on governance and DI within financial services firms

The recent proposals from the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) on diversity and inclusion (D&I) include proposals in respect of governance and oversight within in-scope firms…more

Banking Sector, Compliance, Corporate Governance, Disclosure Requirements, Diversity

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CRD VI – What EU branches of third country banks need to know

The EU is harmonising the rules on the prudential supervision of EU branches of non-EU banks under CRD VI. The new EU-wide third country branch regime will introduce minimum requirements including capital and liquidity…more

Banking Sector, Capital Markets, Capital Requirements, Capital Requirements Regulation (CRR), Cross-Border

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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A new sustainable finance champion – demystifying the Community Investment Tax Relief (CITR) for institutional investors

In 2003, the UK Government introduced the CITR scheme to provide private investors with a significant tax incentive to finance enterprises within disadvantaged communities through accredited CDFIs. Whilst a similar scheme is now…more

Community Development Financial Institution (CDFI), EU, Investment, Investment Management, Investors

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Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

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Allen & Overy and Standard Chartered launch guide to payment regulations in Asia

Allen & Overy and international banking group Standard Chartered have today launched the first Guide to Payment Regulations for corporates and fintech customers navigating the evolving payments landscape in eight key markets in…more

Asia, Banking Sector, Banks, Capital Markets, China

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[Webinar] Exclusively Life Sciences Series - CREATES Act: What we've learned so far and recommendations for the industry - September 29th, 12:00 pm - 1:00 pm EST

In late 2019, Congress enacted the “CREATES Act”, which established a private right of action in which generic or biosimilar manufacturers may sue an innovator for an injunction and monetary award for not selling samples of an…more

Anticompetitive Behavior, Biosimilars, Continuing Legal Education, CREATE Act, Generic Drugs

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Regulatory monitoring: EU version - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBA: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Anti-Money Laundering, Artificial Intelligence, Banking Regulators, Banking Sector, Capital Markets

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Nine key takeaways from the UAE's new Hydrogen Strategy

The UAE published its long-awaited hydrogen strategy last week, aiming to outline the key steps needed to position the UAE as a top global producer of low carbon hydrogen by 2031 and to support the UAE’s announced target of net…more

Carbon Emissions, Clean Energy, Clean Power Plan, Climate Action Plan, Climate Change

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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SFDR and Taxonomy deadline (UPDATED)

1. Speed read - As the start date looms for the Regulatory Technical Standards (RTS) under SFDR and the product disclosure regime in the Taxonomy Regulation, firms are progressing their implementation projects. This bulletin…more

Disclosure Requirements, Investment, Regulation Technical Standards (RTS), SFDR, Sustainability

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Updates to the Hungarian Merger Control Regime

Significant changes to Hungarian merger control rules will enter into force in early 2023. Most changes are intended to reduce red tape and increase flexibility. They include an increase to the “hard” turnover thresholds, a…more

Competition, Competition Authorities, Hungary, Merger Controls, Mergers

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Covid-19 coronavirus: Komisja Europejska przyjmuje tymczasowe ramy srodków pomocy panstwa w kontekscie trwajacej epidemii

Komisja Europejska (Komisja) przyjela tymczasowe ramy srodków pomocy panstwa w kontekscie trwajacej epidemii Covid-19 coronavirus, które maja na celu wskazania dopuszczalnych srodków pomocy panstwa dla przedsiebiorców, glównie…more

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Germany's new coalition agreement: Change is afoot for the financial services industry?

The three political parties set to form the next German government published a coalition agreement on 24 November. Its part on the German and European financial market in most respects seems to indicate only modest changes to…more

Anti-Money Laundering, BaFin, Banking Sector, EU, Financial Institutions

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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New twist in the Illumina/GRAIL saga: Advocate General challenges European Commission’s power to review below-threshold mergers

In a much-anticipated opinion, Advocate General Nicholas Emiliou (AG) has advised the European Court of Justice (ECJ) to set aside the General Court (GC)’s Illumina/GRAIL judgment. The AG is of the view that the European…more

Antitrust Division, Antitrust Provisions, Competition, EU, EUMR

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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EU Foreign Subsidies Regulation takes effect with procedural rules clarified

Most of the provisions of the EU Foreign Subsidies Regulation (FSR) take effect on 12 July 2023. The European Commission (EC) has also now adopted its long-awaited Implementing Regulation (IR), which contains the notification…more

Acquisition Agreements, Antitrust Provisions, Competition, EU, European Commission

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Understanding the energy transition in Central Asia and Caucasus

Uzbekistan, Kazakhstan, Azerbaijan and Georgia have all set off on a journey of energy transition, but each of these countries is taking a path of its own, as Anton Konnov, Alexey Mareev and Arthur Minosyan explain…more

Asia, Azerbaijan, Carbon Emissions, Clean Energy, Diversity

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Middle East A&O disputes update: the UAE revises its Arbitration Law

The UAE has recently revised its federal Arbitration Law through Federal Decree No. (15) of 2023, which came into force on 16 September 2023. This revision comes five years after the UAE introduced the federal Arbitration…more

Arbitrators, Dispute Resolution, International Arbitration, Middle East, Regulatory Requirements

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SEC Rule 192: Prohibition against conflicts of interest in certain securitizations

Seven months after our initial note on the subject, the United States Securities and Exchange Commission (the SEC) on November 27, 2023 adopted Rule 192 (Rule 192 or the Final Rule)1 pursuant to Section 27B of the Securities Act…more

Capital Markets, Compliance, Final Rules, Popular, Proposed Rules

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Anti-net short provisions in syndicated credit facilities

Following Windstream Holdings Inc.’s court battle with one of its bondholders, and its subsequent bankruptcy filing, new credit agreement terms have begun to appear in the U.S. syndicated loan market. Referred to as…more

Borrowers, Financial Institutions, Investors, Lenders, Syndicated Loans

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Covid-19 coronavirus and businesses in Slovakia: force majeure

The coronavirus has a serious impact on the world’s economy and people’s social lives. Closures of factories and ports, restrictions on transport of goods and workers, a declining demand in energy and reduction of public…more

Coronavirus/COVID-19, Force Majeure Clause, Infectious Diseases, Slovakia

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Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

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Mixed picture: Germany clarifies its FDI regime in view of high-tech and further sensitive companies

On 1 May 2021, the latest amendment of the German Foreign Direct Investment (FDI) regime entered into force, following a decision of the German government as of 27 April 2021. …more

Acquisitions, Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Germany

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Indonesia toll road update

Law No 38 of 2004 on Roads was amended on 12 January 2022 by Law No 2 of 2022 (the Road Law) and we have identified three changes which impact investment in the toll road sector. One is relating to tariff, the other on…more

Indonesia, Infrastructure, Roads, Toll Roads

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The M&A Landscape in 2022: A global picture

Global M&A markets recorded another year of extraordinary growth in 2021 with transaction values soaring to a new record high of nearly USD6 trillion. As 2022 begins, we examine what underpinned that growth and ask if it can…more

Acquisitions, CFIUS, Foreign Direct Investment, Foreign Investment, Initial Public Offering (IPO)

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Opt-out from VAT exemption for financial services under Polish law

Taxpayers can now withdraw from the VAT exemption for financial and fund management services, as well as services concerning foreign currency exchange, coins and banknotes…more

International Tax Issues, Opt-Outs, Poland, Tax Planning, Tax Reform

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Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Allotment of excess rights in a rights issue

Issuers must consult with the SGX if they need flexibility to comply with Rule 877(10) of the Mainboard Rules and Rule 814(3) of the Catalist Rules. In a recent Regulator’s Column, the SGX RegCo reminded issuers that, in the…more

Banking Sector, Capital Markets, EU, Financial Institutions, Listing Rules

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One Step Closer to a Mandated Reference Checks Regime: the MAS finalises its proposals for the regime

The Monetary Authority of Singapore (MAS) has recently finalised its proposals on mandating reference checks. The finalised proposals are substantially in line with those initially proposed in its Consultation Paper on…more

Financial Services Industry, Monetary Authority of Singapore, Outsourcing, Payment Services Directive, Reference Checks

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MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

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French draft law on the "green industry": first implementing measures of ELTIF 2.0 under French law

The “Projet de loi relatif à l’industrie verte” (the Bill) has been presented to the French “Conseil des Ministres” on Wednesday 17th May 2023 - i.e. an executive committee aimed at approving the draft law right before the…more

Asset Diversification, ELTIF, France, Investment

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Draft EU Foreign Investment Screening Regulation sets out more comprehensive screening regime

On 24 January 2024, the European Commission (EC) published its proposed reform of foreign investment screening in the EU. The proposal introduces more comprehensive rules for the review of foreign investments and strengthens…more

Biden Administration, Critical Infrastructure Sectors, Dual Use Goods, EU, EU Screening Regulation

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

See all updates »

What to Expect from the Biden Administration

The inauguration of Joe Biden as President of the United States has set in motion a number of significant policy changes. In this panel discussion, our U.S. legal and policy specialists shared their insights on what our clients…more

Anti-Corruption, Antitrust Division, Antitrust Provisions, Biden Administration, Big Tech

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Top tips to prevent and handle cyber incidents in Hong Kong

The past decade has seen a huge increase in the incidence of cyber crimes in Hong Kong. - This trend has been exacerbated by the global pandemic, which has forced criminals on-line, with the number of cases in 2020 representing…more

Cyber Attacks, Cyber Crimes, Cybersecurity, Data Breach, Data Protection

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Overcoming eDiscovery-Related Chat Data Challenges Part 5 review and disclosure

In this fifth and final post in our blog series addressing challenges related to the discovery of chat data, our eDiscovery experts continue providing practical advice for businesses when encountering chat data in…more

Antitrust Division, Artificial Intelligence, Bots, Data Collection, Databases

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What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

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"Collateral lies" do not necessarily undermine an insurance claim

An insured was not precluded from recovering under an insurance policy even though it had made a false statement during the claims process with a view to strengthening its claim. The Supreme Court in Versloot Dredging BV & anr v…more

False Statements, Insurance Fraud, Insurance Industry, Marine Insurance, UK

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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The world needs different

Becoming a truly diverse and inclusive organisation remains a top priority, as A&O adds disability and social mobility to its focus…more

Business Strategies, Career Development, Disabilities, Diversity, Diversity and Inclusion Standards (D&I)

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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Covid-19 coronavirus: how the APAC courts and arbitral institutions have adapted to the challenge

As Covid-19 coronavirus continues to spread across the globe, the various forums for dispute resolution worldwide find themselves presented with novel challenges, in particular relating to issues around physical attendance at…more

Arbitration, Coronavirus/COVID-19, Dispute Resolution

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From Absolute Immunity to Restrictive Immunity - The implication of the Foreign State Immunity Law on cross-border disputes in the PRC and Hong Kong

The long-standing practice to adopt the principle of absolute foreign state immunity by the People’s Republic of China (the PRC) and Hong Kong is coming to an end as the PRC’s Foreign State Immunity Law (the FSIL) is coming into…more

Arbitration, China, Cross-Border, Foreign Sovereign Immunities Act of 1976 (FSIA), Hong Kong

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Delivering Net Zero by 2050: the $200 trillion opportunity

Until now, however, no comprehensive estimate existed of the of that opportunity, (or, to put it another way, the size of the financing gap between committed spending and the investment needed to deliver Net Zero by 2050 across…more

Carbon Emissions, Climate Action Plan, Climate Change, Energy Policy, Energy Sector

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Multilaterals hold key to Net Zero transition in developing world

Development banks have crafted a range of innovative measures to support the decarbonisation of the global South – including taking over the running of coal-fired power plants…more

Clean Energy, Energy Sector, Net Zero, Power Plants, Renewable Energy

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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Sale and Distribution of Debt Instruments with Loss-absorption Features

On 30 October 2018, the Hong Kong Monetary Authority (MA) issued guidance on enhanced investor protection measures on the sale and distribution of debt instruments with loss-absorption features and related products…more

Hong Kong, Hong Kong Monetary Authority (HKMA), Hong Kong Securities and Futures Commission (HKSFC), Investors

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MAS finalises its policy position on the regulation of stablecoin-related activities

The MAS has finalised its regulatory approach for stablecoin-related activities. The finalised approach is substantially similar to what was originally set out in its consultation paper on the same issued on 26 October 2022…more

Cryptocurrency, Licenses, Monetary Authority of Singapore, Regulatory Agenda, Regulatory Requirements

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Hong Kong SFC proposes changes to the Takeovers Code

The Hong Kong Securities and Futures Commission (the SFC) launched a consultation on proposed amendments to the Codes on Takeovers and Mergers and Share Buy‑backs (the Codes)…more

Acquisition Agreements, China, Consultation Papers, Corporate Sales Transactions, Hong Kong

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New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

See all updates »

What is driving record levels of fundraising by technology companies?

Technology and life sciences companies overwhelmingly dominated fundraising markets in 2021, beating all previous records for amounts raised…more

Initial Public Offering (IPO), Life Sciences, Special Purpose Acquisition Companies (SPACs), Startups, Technology Sector

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

The new space race: Managing disputes risks in a lawless and limitless environment

The dynamics of the new space race significantly increase disputes risks as space becomes more congested and the competition to get ahead intensifies. Until recently, the thought of humans reaching outer space as tourists in…more

Aerospace, Competition, Innovation, Outer Space, Public Private Partnerships (P3s)

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What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

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The EU Foreign Subsidies Regulation

Impact on public procurement procedures. The EU Foreign Subsidies Regulation (FSR) was published on 23 December 2022. It will take effect on 12 July 2023 and provides for mandatory notification requirements from 12 October…more

Draft Implementation Regulations, EU, European Commission, Foreign Subsidies, Procurement Guidelines

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Covid-19 coronavirus: Polish regulator proposes stabilisation measures to support the banking sector

The Polish Financial Supervision Authority (the PFSA) has announced the so-called SIP (the Supervisory Impulses Package for the security and development of banks) aimed at supporting the banking sector facing the Covid-19…more

Banking Sector, Coronavirus/COVID-19, Financial Institutions, Infectious Diseases, Poland

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Termination of Bitcoin trading account

The High Court has ruled against an online trading platform in a dispute arising from its termination of the claimant’s Bitcoin futures trading account and the subsequent cancellation of the claimant’s open trades and…more

Bitcoin, Blockchain, Cryptocurrency, Futures, Popular

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Lummis-Gillibrand Responsible Financial Innovation Act proposes comprehensive regulatory framework for digital assets in the United States

On June 7, 2022, Senator Kirsten Gillibrand (D-NY) and Senator Cynthia Lummis (R-WY) introduced the Responsible Financial Innovation Act (RFIA), a highly anticipated legislative proposal that, if enacted by Congress and signed…more

CFTC, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Popular

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MiCAR under the microscope - Part 4: The CASP licensing regime

To avoid potential risks to investor protection, as well as to financial stability within the European single market, the Regulation on Markets in Crypto-assets (MiCAR) is about to introduce a harmonised and dedicated set of…more

Capital Markets, Cryptoassets, Cryptocurrency, EU, Financial Regulatory Reform

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Hong Kong SFC proposes changes to the Takeovers Code

The Hong Kong Securities and Futures Commission (the SFC) launched a consultation on proposed amendments to the Codes on Takeovers and Mergers and Share Buy‑backs (the Codes)…more

Acquisition Agreements, China, Consultation Papers, Corporate Sales Transactions, Hong Kong

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Bankruptcy Petition vs Exclusive Jurisdiction Clause

Who has the last word? The effect of an exclusive jurisdiction clause on insolvency proceedings - On 4 May 2023, the Court of Final Appeal (CFA) handed down its much-awaited judgment in Re Guy Kwok Hung Lam [2023] HKCFA 9…more

Commercial Bankruptcy, Creditors, Debtors, Foreign Bankruptcies, Hong Kong

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Impact of China’s Export Control Law to M&A transactions

The PRC Export Control Law will come into effect soon on 1st December 2020. This new law makes a number of substantial changes to China’s current export control regulatory regime, indicating that the regulators may take a more…more

Acquisitions, China, Export Controls, Exports, Mergers

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Legal advice privilege subject to "dominant purpose"

Claims for legal advice privilege were said to be subject to a dominant purpose test, namely whether the communication or document was brought into existence with the dominant purpose of it or its contents being used to obtain…more

Civil Aviation Authority (the CAA), Confidential Communications, Legal Advice Privilege, UK

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One Step Closer to a Mandated Reference Checks Regime: the MAS finalises its proposals for the regime

The Monetary Authority of Singapore (MAS) has recently finalised its proposals on mandating reference checks. The finalised proposals are substantially in line with those initially proposed in its Consultation Paper on…more

Financial Services Industry, Monetary Authority of Singapore, Outsourcing, Payment Services Directive, Reference Checks

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Real-world disputes in the virtual world

The laws that govern the metaverse are grounded in those of Planet Earth. Private civil laws relating to contract, tort, IP and data privacy all bite, as do criminal and regulatory laws. Where the difference lies is in their…more

Arbitration, Artificial Intelligence, Civil Liability, Data Privacy, Dispute Resolution

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Tax Incentives For Qualified Treasury Centres In Thailand

In 2015, the Royal Decree on Tax Reduction (No. 586) B.E. 2558 (2015) was issued, pursuant to the Revenue Code, to provide exemption from and reduce certain types of taxation in relation to international headquarter businesses…more

Foreign Currency, Ministry of Finance, Tax Incentives, Thailand

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China takes the first step to regulate generative AI

Generative AI tools, such as ChatGPT, have taken the world by storm and revolutionised various industries and aspects of daily life. While many authorities around the world are still exploring how to regulate generative AI…more

Artificial Intelligence, China, Cybersecurity, Data Privacy, Data Protection

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Covid-19 coronavirus: opportunities for financial relief in the aviation industry under the CARES Act

This note summarizes the provisions of the CARES Act that address financial assistance for the U.S. aviation industry in the wake of the Covid-19 coronavirus. Background - On March 27, 2020 President Trump signed into law…more

Aviation Industry, CARES Act, Coronavirus/COVID-19, Financial Stimulus, Relief Measures

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Virgin Active, Hurricane Energy and the future of the cross-class cramdown

In this alert, we look at the recent Virgin Active and Hurricane Energy restructuring plans. Stakeholders should continue to see the restructuring plan as an important tool for the implementation of complex restructurings…more

Corporate Insolvency and Governance (CIG) Act 2020, Energy Sector, Insolvency, Restructuring, UK

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Conversion of shares, variation of class rights and interpretation of articles of association the Court of Appeal decision in the DnaNudge case

The Court of Appeal has upheld a High Court decision regarding the interplay between potentially conflicting provisions in a company’s articles of association. The provisions in question related to the conversion of shares and…more

Acquisitions, Appeals, Business Litigation, Corporate Governance, Investment

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Key global capital market development and the outlook of 2024

The global IPO market faced a downturn in 2023, but despite this, debt markets grew and new regulations suggest a dynamic shift as we head into 2024. Market overview- The global IPO market weakened further in 2023,…more

Capital Markets, Competition, Debt Market, Financial Services Industry, Global Market

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Russian invasion of Ukraine - Implications for commercial parties

The human cost of Russia's invasion of Ukraine is devastating. It is rightly the focus of attention around the globe, including for commercial parties with operations or business relationships with a Ukrainian, Russian or…more

Economic Sanctions, Export Controls, Russia, Supply Chain, Ukraine

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Great Fund Insights: New Year, new marketing guidelines

In this Great Fund Insights client alert, Allen & Overy's aosphere team explore ESMA's Guidelines for Funds' Marketing Communications that come into force on 2 February 2022. …more

Fund Managers, Investment, Investment Funds, Investors

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Labour and social security measures addressing the crisis provoked by Covid-19

Royal Decree 463/2020 of 14 March, by which the state of alarm in Spain is declared, includes a number of measures, among them the limitation of freedom of movement, which limits the freedom of movement of people, though it…more

Coronavirus/COVID-19, Infectious Diseases, Public Health, Spain

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Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and…more

Chief Information Security Officer (CISO), Corporate Governance, Cyber Insurance, Cybersecurity, D&O Insurance

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SAFE Relaxes Repatriation Restrictions under Neibaowaidai Structure

On 26 January 2017, the State Administration of Foreign Exchange (SAFE) of China released a Circular on Further Advancing the Reform of Foreign Exchange Administration and Improving the Examination of Authenticity and Compliance…more

China, Foreign Debt, Loans, NDRC, SAFE

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Hong Kong SFC proposes changes to the Takeovers Code

The Hong Kong Securities and Futures Commission (the SFC) launched a consultation on proposed amendments to the Codes on Takeovers and Mergers and Share Buy‑backs (the Codes)…more

Acquisition Agreements, China, Consultation Papers, Corporate Sales Transactions, Hong Kong

See all updates »

Can arbitrators rely on their own internet research in an award?

The risk of annulment is different for arbitrations seated in Germany, England and France. Just ask Google. Whatever the question, our first port of call is to check the internet. But are arbitrators permitted to go online…more

Arbitration, Arbitration Awards, Arbitrators, Germany, Legal Research

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Embedding sustainability in practice – how companies will need to adapt to successfully address sustainability-related regulation

Financing the transition to Net Zero will necessitate fundamental changes to the businesses are managed. Here we take a look at practical steps senior leaders can take to address the challenges they face…more

Board of Directors, Climate Action Plan, Environmental Social & Governance (ESG), EU, Net Zero

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

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Legal agility and risk resilience: How to enhance your organisation’s readiness to withstand the next crisis

What can in-house legal, risk and compliance leaders learn from the Covid-19 pandemic and other notable crises of the past 20 years to strengthen the legal resilience of their organisations? More than any other crisis in…more

Compliance Management Systems, Contract Disputes, Contract Terms, Coronavirus/COVID-19, Corporate Governance

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EU Foreign Subsidies Regulation increases M&A risk

The EU Foreign Subsidies Regulation (FSR) took effect in July 2023. It aims to regulate subsidies granted by non-EU countries to ensure that they do not distort competition in the EU internal market. For dealmakers, it is…more

Acquisitions, Antitrust Division, EU, Filing Requirements, Foreign Subsidiaries

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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Infrastructure series: Public Private Partnerships (PPP) in Indonesia

There is a strong consensus now that the PPP model works. In the last five years the number of PPP projects increased quite exponentially. The PPP market is made up largely by local investors and local financiers. State-owned…more

Construction Project, Indonesia, Infrastructure, Project Finance, Public Private Partnerships (P3s)

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Investors Bring Banking Licence Claims Against Foreign Banks

Federal Court of Justice (BGH), judgment dated 7 July 2015, file no. VI ZR 372/14: German clients of foreign banks have increasingly been trying to shift their losses by claiming damages for the banks failing to have a…more

BaFin, Banking Sector, Foreign Banks, Germany, Investors

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Snapshot of Australia’s renewable energy market

After many years of limited action on climate change, a change in federal government has seen Australia set a target to reduce emissions by 43% below 2005 levels by 2030 and achieve net zero by 2050. In its first budget the new…more

Australia, Clean Energy, Electricity, Energy Projects, Energy Sector

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No patents, no problem: how Formula 1 technology races ahead without patent protection

As arguably the most technologically advanced sport in the world, where cutting-edge R&D is critical to achieving results on the track, it would be reasonable to assume that patents play a pivotal role in protecting innovation…more

Innovation Patent, Intellectual Property Protection, Inventions, Patent Applications, Patents

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

Valid in Venezuela

The New York Court of Appeals Requires an Examination of Venezuelan Law to Assess the Validity of a Note Exchange under Section 8-110 of the New York UCC. The continuing litigation and dispute over the 2016 exchange (the…more

Appeals, Citgo, Enforcement, International Monetary Fund, Jurisdiction

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The value of kindness in the culture of banking

Banks are at a critical turning point. Technology and the rise of private credit are opening up possibilities for disintermediation in the financial sector. Inflation is rising and the possibility of a global recession is…more

Banking Sector, Banks, Financial Institutions

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The new Italian Annual Market and Competition Law

The Italian Annual Market and Competition Law (Law n. 214/2023, the Law) came into effect on 31 December 2023. The Law aims to foster competition as a driver for efficiency and economic growth, in line with the Italian National…more

Antitrust Provisions, Competition, Competition Authorities, Consumer Protection Laws, EU

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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FCA reveals common weaknesses in market abuse surveillance

The UK Financial Conduct Authority (FCA) has identified a number of common weaknesses in market abuse surveillance arrangements at small and medium sized firms. This briefing considers these and the action firms can take to…more

Financial Conduct Authority (FCA), Market Abuse, Risk Assessment, UK

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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WIBOR replacement

WIBOR is coming to an end. As we reported in our first WIBOR replacement newsletter, work on replacing WIBOR with an alternative benchmark started earlier this year. On 28 September 2022 the national working group for the…more

Banking Sector, Banks, Financial Institutions, ISDA, Poland

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

The Supreme Court of Thailand issues judgement endorsing the use of SIAC Expedited Procedure

The Supreme Court of Thailand has burnished its pro-arbitration credentials in a recent decision that recognises the primacy of the SIAC Expedited Procedure and promotes certainty for parties involved in Thailand-related SIAC…more

Arbitration, Arbitration Awards, International Arbitration, SAIC, Thailand

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Changes to French takeover rules

A new French law, the “Law to recapture the real economy” (“Loi visant à reconquérir l’économie réelle” or “Loi Florange”) (the Law), was made on 1 April 2014. The Law makes good a promise, made by François Hollande in his…more

Acquisitions, Bids, France, Hostile Takeover, Reciprocity Rules

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AG CJEU addresses data subject rights and automated decision-making by credit rating agencies

The Advocate General (AG) Pikamäe of the Court of Justice of the European Union (CJEU) issued his opinions in three cases concerning the credit rating agency SCHUFA Holding AG (SCHUFA) on 16 March 2023…more

Advocate General, Court of Justice of the European Union (CJEU), Credit Rating Agencies, Data Controller, Data Management

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Developments in sanctions targeting Myanmar

Following the military coup in Myanmar on February 1, 2021, the U.S., UK and EU have imposed a range of sanctions targeting individuals and entities affiliated with the Burmese military…more

Biden Administration, Burma, Executive Orders, Myanmar, Office of Foreign Assets Control (OFAC)

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

EU – Data Governance Act becomes applicable

The majority of the provisions of the EU Data Governance Act 2022 (DGA) became fully applicable across the EU on 24 September 2023. This follows the end of the transitional period of 15 months from its entry into force on 23…more

Data Protection, EU, EU Data Protection Laws, European Commission

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Infringing gin part II: Court of Appeal victory for M&S against Aldi’s copycat design

Designers and brand owners will be comforted by Marks & Spencer’s Court of Appeal victory. It reinforces the importance of registering designs to protect against copycat products and, as the first Court of Appeal decision since…more

Appeals, Copyright, Copyright Infringement, Copyright Litigation, Copyright Registration

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Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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CFTC announces proposed guidance and a request for comments regarding voluntary carbon credit derivative contracts

\On December 4, 2023, the U.S. Commodity Futures Trading Commission (“CFTC”) announced that they were seeking public comment on proposed guidance for the listing of voluntary carbon credit (“VCC”) derivative contracts.1…more

CFTC, Climate Change, Commodities, Derivatives, Environmental Policies

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Global antitrust enforcement report - March 2024

2023 saw another muted picture in terms of overall global fines for antitrust enforcement, with total penalties for the jurisdictions surveyed in our report down at USD2.9 billion, a moderate decrease from the 2022 totals…more

Acquisitions, Antitrust Provisions, Cartels, Competition, Competition Authorities

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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The energy community tax credit – IRS provides investors with certainty

The Internal Revenue Service issued Notice 2023-29 (the “Guidance”), which provides helpful guidance for energy projects seeking to evaluate whether they qualify for enhanced tax incentives under the energy community (“EC”)…more

Energy Projects, EU, European Commission, Investment Tax Credits, Production Tax Credit

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Understanding the energy transition in Central Asia and Caucasus

Uzbekistan, Kazakhstan, Azerbaijan and Georgia have all set off on a journey of energy transition, but each of these countries is taking a path of its own, as Anton Konnov, Alexey Mareev and Arthur Minosyan explain…more

Asia, Azerbaijan, Carbon Emissions, Clean Energy, Diversity

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District court decision invalidating claims as inherently anticipated upheld by Federal Circuit

Procedural History - United Therapeutics Corporation v. Liquidia Technologies, Inc. is an appeal and cross appeal from a District of Delaware decision that found (1) claims 1, 4, and 6–8 of U.S. Patent 10,716,793 (“the ’793…more

Intellectual Property Protection, Patent Infringement, Patent Litigation, Pharmaceutical Industry, Pharmaceutical Patents

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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A harsh outcome does not an implied term make

The sanctity of the parties’ agreement is preserved as the UK Supreme Court adopts a cautious approach to implied terms. It reiterates that no term may be implied into an agreement where the implied term contradicts its express…more

Contract Terms, Express Contract Terms, Implied Contract Terms, UK

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New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

See all updates »

Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

See all updates »

How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

See all updates »

"Sparks flew" in trade mark case about online dating services: Match Group, LLC v Muzmatch Limited

The Court of Appeal has recently confirmed that an online dating service trading as MUZMATCH and targeting Islamic customers has infringed the trade marks of the Match Group. The judgment provides useful insight into how…more

Dating Services, Intellectual Property Protection, Likelihood of Confusion, Logos, Online Platforms

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Tax structuring advice not protected by litigation privilege despite enquiry from French tax authority

Litigation privilege did not apply to tax restructuring advice prepared for a company by accountants following enquiries received from the French tax authority. Even where litigation can be said to be in prospect, a claim to…more

Financial Reporting Council (FRC), Litigation Privilege, UK, Value-Added Tax (VAT)

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New remuneration regime for renewable energy production in Spain

Introduction - After months of uncertainty, on 24 November 2019, Royal Decree-law 17/2019 (RDL 17/2019) setting out the rate of "reasonable return" for the purposes of the specific remuneration regime for generation of…more

Energy Sector, Remuneration, Renewable Energy, Spain

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

What are the benefits of the planned modernisation of German Arbitration law for practitioners and users?

German arbitration law is to be reformed to current needs and thus intended to be made more attractive overall. To this end, the German Federal Ministry of Justice on 1 February 2024 published a draft bill for an act to…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Antitrust in focus March 2024

This newsletter is a summary of the antitrust developments we think are most interesting to your business. Thomas Masterman, partner based in London, is our editor this month. He has selected: Out now: our latest global…more

Acquisitions, Antitrust Division, Antitrust Provisions, Capital Markets, Cartels

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Changes to perpetual usufruct in the context of the investment process

The act amending the Act on the National Housing Resources was signed by the President on 2 July 2019. The purpose of this act is to ensure the smooth implementation of the governmental project “Apartment Plus”…more

Building Permits, Construction Industry, Construction Project, Poland

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Search for scale and specialist expertise point to increased dealmaking among asset managers

Fundraising challenges, higher financing costs, market volatility and an ever-tighter regulatory environment are upping the pressure for M&A among asset managers. Those drivers, however, apply differently depending on which…more

Acquisitions, Asset Management, Banking Sector, Buyers, Capital Markets

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Sustainability-linked loans in Russia: a hot market

When it comes to sustainable lending, the Russian loan market is punching above its weight. Many of Russia’s leading corporates have raised ESG or sustainability-linked loans (in some cases, multiple loans) over the last couple…more

Banks, Environmental Social & Governance (ESG), International Banks, Sustainability

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Germany’s New Supply Chain Act – Part 4 of 4 – FAQs

This briefing is Part 4 of a series of briefings aiming at providing an overview of the key elements of the new German Supply Chain Due Diligence Act. On 11 June 2021, the German parliament approved the Federal Act on…more

Cease and Desist, Cease and Desist Orders, Due Diligence, Germany, Reporting Requirements

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White collar crime enforcement in Germany: trends and developments

German authorities have intensified and accelerated their enforcement activities in 2023, following a slowdown of both investigations and court proceedings during the pandemic. This had led to a surge of dawn-raids in…more

Anti-Money Laundering, Compliance, Corporate Crimes, Criminal Liability, Cross-Border

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Luxembourg securitisation regime set for major boost

On 9 February 2022, the Luxembourg parliament adopted law no. 7825 (Law) amending, among others, the Luxembourg act dated 22 March 2004 on securitisation, as amended (Securitisation Act 2004) to Parliament…more

CSSF, Investors, Luxembourg, Securitization

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Foreign direct investment regime in Spain: recent developments

Introduction - On 5 July 2023, Royal Decree 571/2023 on foreign investments (RD 571/2023), previously approved by the meeting of the Council of Ministers on 4 July 2023, was published in the Official State Gazette. It will…more

Critical Infrastructure Sectors, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment, Investment

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Lifting the veil of secrecy – South Africa introduces new disclosure requirements and the OECD and SARS together develop international tools to tackle illicit financial flows

Following the 2021 report, the South African Parliament adopted legislative changes in the General Laws (Anti-Money Laundering and Combating Terrorism Financing) Amendment Act, 2022 (the GLA Act) to give effect to the national…more

AML/CFT, Anti-Money Laundering, Beneficial Owner, Disclosure Requirements, FATF

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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EU sanctions and the no re-export to Russia requirements

Who has to comply with the Regulation? The Regulation only applies to EU person exporters who are selling, supplying, transferring, or exporting the targeted goods (including aircraft) to third-country counterparts outside of…more

Aircraft, Aviation Industry, EU, Export Controls, Exports

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Search for scale and specialist expertise point to increased dealmaking among asset managers

Fundraising challenges, higher financing costs, market volatility and an ever-tighter regulatory environment are upping the pressure for M&A among asset managers. Those drivers, however, apply differently depending on which…more

Acquisitions, Asset Management, Banking Sector, Buyers, Capital Markets

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China - CAC issues guidance on filing standard contracts for export of personal information

The Cyberspace Administration of China (CAC) issued guidelines for organisations on filing the standard contract for the export of personal information (Guidelines) on 30 May 2023. Earlier this year, the CAC issued Standard…more

China, Cybersecurity, Data Privacy, Data Protection, International Data Transfers

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Doing something different this Pride month

Beyond the rainbow flags, Pride is still a campaign for rights, recognition and acceptance. This Pride month, we are partnering with four LGBTQ+ changemakers to bring their expertise and insight to topics that, as Wim…more

Gender Identity, LGBTQ, Sex Discrimination, Sexual Orientation, Sexual Orientation Discrimination

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The wait is over – the final EU recast risk retention rules will enter into force on 7 November 2023

EU Securitisation Regulation – the long-awaited final text of the recast risk retention regulatory technical standards (RTS) has been published in the Official Journal on 18 October 2023 and will enter into force on 7 November…more

Commission Delegated Regulation, EU, EU Benchmark Regulation, European Commission, European Securities and Markets Authority (ESMA)

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Australian merger control reform proposals set to affect deal‑making

The Australian Treasury has released a paper to begin consultation on potential merger control reform. If implemented, the proposed reforms would transform Australia’s voluntary, non-suspensory merger control system – with the…more

Acquisitions, Australia, Competition, Corporate Counsel, Financial Regulatory Reform

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Impact of recent corporate criminal liability reforms for PE firms

The new failure to prevent fraud offence and new ‘senior manager’ attribution test for corporate criminal liability contained in the Economic Crime and Transparency Act 2023 are relevant to private equity firms for two key…more

Companies Act, Corporate Crimes, Criminal Liability, Portfolio Companies, Private Equity

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Enhancing the insolvency tools for insurance companies

In July 2022, the UK government proposed two key changes to the existing insolvency arrangements in respect of insurance companies as part of a wider set of reforms to the existing Financial Services and Markets Act 2000 (FSMA…more

FSMA, Insolvency, Insurance Industry, Reinsurance, UK

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Renters (Reform) Bill

Following the Bill’s introduction to Parliament, there has been a focus on the abolition of Section 21 “no fault” evictions, but there are also other key changes to consider…more

Eviction, Landlords, Proposed Regulation, Regulatory Agenda, Regulatory Reform

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Data Centres: Legal Issues for Real Estate Investors

Data centre investment offers a strong yield compared to many other asset classes for real estate investors with the right platform and appetite. Thanks to the global exponential growth in internet traffic and data centre…more

Investment, Investors, Real Estate Investments

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Why AI drug discovery deals are different from traditional pharma collaborations

Pharma companies have long collaborated with other organisations to bring new drugs to market. But what happens when their partner is an artificial intelligence (AI) company rather than another pharma business? Here, we explore…more

Artificial Intelligence, Intellectual Property Protection, Life Sciences, Pharmaceutical Industry, Prescription Drugs

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Cross-border fund distribution package: ESMAs final guidance on funds marketing communications

Pursuant to a requirement to do so under the Regulation on the cross-border distribution of funds (2019/1156) (CBDF Regulation), on 27 May 2021, ESMA published its final report on the Guidelines on Marketing Communications (the…more

AIFM, EU, European Securities and Markets Authority (ESMA), MiFID II, UCITS

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11th Amendment of German Competition Act enters into force, introducing significant reforms

The 11th amendment to the German Act Against Restraints of Competition (the Amendment) has been adopted on 6 July 2023 and will enter into effect following publication in the official journal, which is expected in the next few…more

Antitrust Provisions, Competition, EU, European Commission, Federal Cartel Office (the FCO)

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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Update – Germany tightens energy efficiency requirements: New challenges for companies and data centers

On 21 September 2023, the German Parliament passed the heavily discussed German Federal Act on the Increase of Energy Efficiency (Energieeffizienzgesetz – EnEfG) that aims at significantly increasing energy efficiency…more

Climate Change, Energy Efficiency, Environmental Social & Governance (ESG), EU, Germany

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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Principaux changements en droit français des procédures collectives

L’article 2 de la Loi n° 2014-1 du 2 janvier 2014 habilite le gouvernement français à simplifier et sécuriser le droit des procédures collectives. Suite à une consultation auprès des praticiens, le gouvernement français a…more

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Airline insolvencies in Germany: Questions and challenges for aircraft lessors

Airlines under pressure - The market for airlines is under extreme competitive pressure. We have seen some recent examples of European airlines that have gone into insolvency proceedings (Air Berlin, Condor, Germania,…more

Airlines, Aviation Industry, Coronavirus/COVID-19, Insolvency

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Covid-19 coronavirus: additional amendments to the rules for drawing-up and approval of annual accounts and holding of general shareholders' meetings

The must-have Q&A for companies. Last 31 March, the Spanish Council of Ministers approved Royal Decree law 11/2020, dated 31 March (RDL 11/2020), adopting additional urgent measures in the social and economic fields to fight the…more

Coronavirus/COVID-19, Corporate Governance, Shareholder Meetings, Shareholders, Spain

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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Quiet quitting – new language, old problem

Quiet quitting did not make the OED’s ‘word of the year’ shortlist this week but it is a phrase increasingly weaving its way into conversations. Misleadingly, quiet quitting has nothing to do with employees leaving their jobs…more

Employer Liability Issues, Job Duties, Poor Job Performance

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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New rules for arbitration under Luxembourg law: A modern and flexible framework for dispute resolution

On 25 April 2023, the new Luxembourg framework for arbitration foreseen by the Law of 19 April 2023 modifying the New Civil Procedure Code and reforming the arbitration entered into force…more

Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution, International Arbitration

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Gender diversity on corporate boards (UPDATED)

What to expect from the new EU Women on Boards Directive, including the practical changes for your management structure and the impact on the national legislation of each Member State. …more

Board of Directors, Corporate Governance, Diversity, EU, Woman Board Members

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The fine line between robust leadership and workplace bullying

We take a look at what firms can do to educate their employees to reduce instances of bullying and create a positive, collaborative working environment for all…more

Bullying, Employee Training, Employer Liability Issues, Employment Policies, Harassment

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UK SFO wants to pay whistleblowers: is this is a good idea?

Nick Ephgrave QPM was appointed as Director of the Serious Fraud Office (SFO) back in September 2023. In his first speech he said he wants to reward whistleblowers. We take a look at the pros and cons of incentivising…more

Department of Justice (DOJ), Dodd-Frank, Foreign Corrupt Practices Act (FCPA), HMRC, Incentives

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EU Regulation on foreign subsidies enters into force - implications for private equity investors

Implications for private equity investors. What is the issue? The EU is concerned about subsidies granted by non-EU countries that could distort competition in EU markets. In November 2022, the European Parliament and the…more

Capital Markets, Competition, EU, Foreign Direct Investment, Foreign Subsidies

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Webinar: Orange Book listing sheets under the microscope

Preparing the Orange Book listing sheet (i.e., Form FDA 3542) for a U.S. patent is more than just checking the boxes. Generic drug companies have recently argued that statements made in those listing sheets could be used to…more

Generic Drugs, Life Sciences, Orange Book, Patent Infringement, Patents

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How has GDPR influenced the evolution of data protection in APAC?

International data protection law has taken a lead from the lessons learned in Europe since the introduction of GDPR. What influence have they had in APAC?…more

Cybersecurity, Data Breach, Data Collection, Data Privacy, Data Protection

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Understanding the energy transition in Central Asia and Caucasus

Uzbekistan, Kazakhstan, Azerbaijan and Georgia have all set off on a journey of energy transition, but each of these countries is taking a path of its own, as Anton Konnov, Alexey Mareev and Arthur Minosyan explain…more

Asia, Azerbaijan, Carbon Emissions, Clean Energy, Diversity

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EU publishes summary of recent competition enforcement in the pharmaceutical sector and promises to continue policy of proactive enforcement

The European Commission (EC) has published its latest report on competition enforcement in medicines and medical products. Key takeaways are that: EU and Member State authorities imposed multiple material antitrust fines…more

Antitrust Division, Competition, Enforcement, EU, French Competition Authority

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Multilaterals hold key to Net Zero transition in developing world

Development banks have crafted a range of innovative measures to support the decarbonisation of the global South – including taking over the running of coal-fired power plants…more

Clean Energy, Energy Sector, Net Zero, Power Plants, Renewable Energy

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Contract formed before more detailed terms agreed

Arcadis Consulting (UK) Ltd v AMEC (BSC) Ltd [2016] EWHC 2509 (TCC), 25 October 2016 - This case highlights the risks where a simple contract is found to have been formed before more detailed terms are agreed. The court…more

Contract Disputes, Contract Drafting, Contract Terms, Terms and Conditions, UK

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Federal Circuit affirms district court finding of no induced or contributory infringement of generic depression drug

In H. Lundbeck A-S v. Lupin Ltd., Case No. 2022-1194 (Fed. Circ. December 7, 2023), Plaintiffs, H. Lundbeck A/S (“Lundbeck”) and Takeda Pharmaceutical Company Ltd., Takeda Pharmaceuticals U.S.A., Inc., Takeda Pharmaceuticals…more

Abbreviated New Drug Application (ANDA), Appeals, Hatch-Waxman, Intellectual Property Protection, Life Sciences

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Help Wanted: CFTC invites whistleblowers to look for fraud and manipulation in the carbon markets

The U.S. Commodity Futures Trading Commission’s (CFTC) Whistleblower Office took the unusual step of inviting market participants to look for and submit tips related to fraud, manipulation, and other forms of misconduct in the…more

Carbon Emissions, CFTC, Commodities, Commodity Exchange Act (CEA), Financial Services Industry

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OJK Clarifies Guidelines for Share Buybacks By Publicly Listed Companies Amid Volatile Covid-19 Coronavirus Market Conditions

Like in many other jurisdictions, panic selling amid the Covid-19 coronavirus outbreak has caused significant price fluctuations for securities listed on the Indonesian Stock Exchange (IDX)…more

Coronavirus/COVID-19, Infectious Diseases, Share Buybacks, Shareholders

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EU Foreign Subsidies Regulation takes effect with procedural rules clarified

Most of the provisions of the EU Foreign Subsidies Regulation (FSR) take effect on 12 July 2023. The European Commission (EC) has also now adopted its long-awaited Implementing Regulation (IR), which contains the notification…more

Acquisition Agreements, Antitrust Provisions, Competition, EU, European Commission

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French draft law on the "green industry": first implementing measures of ELTIF 2.0 under French law

The “Projet de loi relatif à l’industrie verte” (the Bill) has been presented to the French “Conseil des Ministres” on Wednesday 17th May 2023 - i.e. an executive committee aimed at approving the draft law right before the…more

Asset Diversification, ELTIF, France, Investment

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and…more

Chief Information Security Officer (CISO), Corporate Governance, Cyber Insurance, Cybersecurity, D&O Insurance

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Income reduction for electricity producers: what’s new in Royal Decree-Law 23/2021?

On 26 October 2021, the Government has approved the Royal Decree-Law 23/2021 providing for new urgent measures in response to the on-going situation of high gas and electricity prices. …more

Electricity, Energy Sector, European Commission, Natural Gas

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The importance of a holistic approach to human rights

To mark International Human Rights Day, we hear about some of A&O’s work on economic, social, cultural and collective human rights…more

Human Rights, Pro Bono

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Polish Crypto-Assets Act: a move towards tightening the market

Last month the Polish government published a draft act on crypto-assets (the Draft Act) that aims to align the national legal framework with the EU regulation on crypto-assets. The Draft Act transposes the provisions of the EU's…more

Asset Freeze, Cryptoassets, Cryptocurrency, Domain Names, Enforcement Actions

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UAE Federal Companies Law amended to allow 100% foreign ownership

Federal Decree-Law No. 26 of 2020 (the Decree) has been issued, introducing significant amendments to Federal Law No. 2 of 2015 on Commercial Companies (the CCL). - The Decree amends 51 articles of the CCL and introduces…more

Foreign Direct Investment, Foreign Ownership, Initial Public Offering (IPO), Joint Stock Companies, Limited Liability Company (LLC)

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VAT liability for supervisory board remuneration

The VAT handling of the settlement of remunerations for Supervisory Board members has been changed. Consequences resulting from these changes must be implemented by 1 January 2022 at the latest. Companies must check the legal…more

Corporate Taxes, Germany, International Tax Issues, Remuneration, Value-Added Tax (VAT)

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White collar crime enforcement in Germany: trends and developments

German authorities have intensified and accelerated their enforcement activities in 2023, following a slowdown of both investigations and court proceedings during the pandemic. This had led to a surge of dawn-raids in…more

Anti-Money Laundering, Compliance, Corporate Crimes, Criminal Liability, Cross-Border

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

See all updates »

Irish DPC issues a EUR 225 million fine against WhatsApp

The Irish supervisory authority (Irish DPC) published its final decision to impose a fine of EUR 225 million on WhatsApp Ireland Ltd (WhatsApp)(on 2 September 2021). This decision follows a cross-border investigation into…more

Data Protection, European Data Protection Board (EDPB), General Data Protection Regulation (GDPR), Personal Data, WhatsApp

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

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The M&A Landscape in 2022: A global picture

Global M&A markets recorded another year of extraordinary growth in 2021 with transaction values soaring to a new record high of nearly USD6 trillion. As 2022 begins, we examine what underpinned that growth and ask if it can…more

Acquisitions, CFIUS, Foreign Direct Investment, Foreign Investment, Initial Public Offering (IPO)

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Morocco Green Hydrogen Offer - key takeaways

The Morocco Hydrogen Offer (the Offer) finally landed on 11 March 2024. It was much expected by the developers and the investors. The Offer is intended to cover the entire value chain of the green hydrogen sector. It was…more

Energy Projects, Energy Sector, Hydrogen Power, Investment, Investors

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Changes to Japan’s Personal Information Protection Act

Japan’s National Diet passed a bill earlier this month amending PIPA to strengthen the data protection regime and creating (with effect from 1 January 2016) a central regulator with enforcement powers. Most of the other…more

Cross-Border, Data Protection, International Data Transfers, Japan, Personally Identifiable Information

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Virtual APAC Corporate Academy Session 1 - Trends in private M&A

Every year, analysts at Allen & Overy review M&A data collected by the firm over the previous 12 months of deals. The analysts look for trends, year-on-year changes and differences in practice across the globe. Recently, we…more

Buyers, Escrow Accounts, Foreign Direct Investment, Sellers

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Tips from the Top: A conversation with the UK's tech regulators

Earlier this summer, as part of our women in tech initiative, Talking Tech Together, Allen & Overy hosted an engaging and insightful virtual fireside chat with senior women from four of the tech regulators in the UK: the UK…more

Competition, Digital Marketplace, Financial Conduct Authority (FCA), Information Commissioner's Office (ICO), UK

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Interpreting the UNCITRAL Model Law on Cross-Border Insolvency: Singapore courts adopt a uniform, consistent and expansive approach

Creditors involved in cross-border restructuring or insolvency proceedings of corporate groups will find that the approach of the Singapore courts to questions of cross-border insolvency provides the assurance of an orderly…more

Appeals, Bankruptcy Code, Chapter 11, Chapter 15, Corporate Restructuring

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

See all updates »

Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

See all updates »

Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

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Asymmetric jurisdiction clauses and multiple related agreements

Disputes arising under a side letter fell within the scope of the jurisdiction clause in a separate but related loan agreement. The asymmetric clause in the loan agreement was exclusive for the purposes of the anti-torpedo rule…more

Borrowers, Jurisdiction, Lenders, Loan Agreements, UK

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UPC Insights: Security for legal costs

The UPC decides that the defendant’s financial situation and location matter. On 30 October 2023, the Munich Central Division of the UPC (the Court) issued an order stating that NanoString must provide security to Harvard for…more

Enforcement Actions, EU, Ex Parte, Intellectual Property Protection, Life Sciences

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Covid-19 coronavirus: litigation in Poland

Implications for banking and consumer litigation during the Covid-19 coronavirus pandemic, against the backdrop of the draft acts forming part of the "Anti-Crisis Shield" (the Draft Act), as at 26 March 2020…more

Coronavirus/COVID-19, Enforcement, Federal Taxes, Filing Deadlines, Filing Requirements

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Nine key takeaways from the UAE's new Hydrogen Strategy

The UAE published its long-awaited hydrogen strategy last week, aiming to outline the key steps needed to position the UAE as a top global producer of low carbon hydrogen by 2031 and to support the UAE’s announced target of net…more

Carbon Emissions, Clean Energy, Clean Power Plan, Climate Action Plan, Climate Change

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Getting a handle on social media: new guidance to help companies establish their ownership rights in social media accounts

Social media accounts are increasingly a crucial component of corporate marketing, allowing businesses to build brand awareness, reach new audiences, create and maintain relationships with customers and track the market’s…more

Bankruptcy Code, Business Valuations, Commercial Bankruptcy, Ownership Rules, Popular

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Allotment of excess rights in a rights issue

Issuers must consult with the SGX if they need flexibility to comply with Rule 877(10) of the Mainboard Rules and Rule 814(3) of the Catalist Rules. In a recent Regulator’s Column, the SGX RegCo reminded issuers that, in the…more

Banking Sector, Capital Markets, EU, Financial Institutions, Listing Rules

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

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New twist in the Illumina/GRAIL saga: Advocate General challenges European Commission’s power to review below-threshold mergers

In a much-anticipated opinion, Advocate General Nicholas Emiliou (AG) has advised the European Court of Justice (ECJ) to set aside the General Court (GC)’s Illumina/GRAIL judgment. The AG is of the view that the European…more

Antitrust Division, Antitrust Provisions, Competition, EU, EUMR

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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English Court of Appeal rejects the EPO’s “serious contemplation” test for anticipation by prior disclosure overlapping with later patent

In the case of Jushi Group v OCV [2018] EWCA Civ 1416, the Court of Appeal has considered the question of the relevant test to apply when assessing whether a prior disclosure of numerical ranges will anticipate a later claim to…more

EU, European Patent Office, Patent Infringement, Patent Litigation, Patents

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Decarbonization can only be achieved by businesses working together. So is antitrust law a barrier?

Collaboration within an industry can only go as far as competition law will permit. In practice, where the application of competition law is unclear, collaboration will often only go as far as is comfortable for the most…more

Antitrust Division, Carbon Capture and Sequestration, Climate Change, Competition, Corporate Governance

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Virtual APAC Corporate Academy Session 1 - Trends in private M&A

Every year, analysts at Allen & Overy review M&A data collected by the firm over the previous 12 months of deals. The analysts look for trends, year-on-year changes and differences in practice across the globe. Recently, we…more

Buyers, Escrow Accounts, Foreign Direct Investment, Sellers

See all updates »

UAE looks to sustainable finance to boost transition

There is a growing awareness and demand in the UAE for sustainable investment opportunities. To meet this demand, Jodi Norman and Will Tunstall-Prince explain how recent reforms are now putting sustainable finance at the heart…more

Banks, Climate Action Plan, Energy Sector, Environmental Social & Governance (ESG), EU

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U.S. Government announces new West Bank-related sanctions and designations

On February 1, 2024, President Biden issued an Executive Order imposing certain sanctions on persons determined to be undermining peace, security, and stability in the West Bank. In response to current hostilities and…more

Biden Administration, Blocking Sanctions, Economic Sanctions, Executive Orders, FinCEN

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ICO draft guidance on workplace monitoring

As part of its topic-specific guidance on employment practices and data protection, the ICO has released its draft guidance for monitoring employees at work for consultation. This blog sets out our initial thoughts on the…more

Biometric Information, Data Protection, Information Commissioner's Office (ICO), UK

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Avoiding disputes in projects aimed at reducing emissions

The Middle East’s ambitions for achieving Net Zero mean there is a wealth of opportunity for projects aimed at reducing carbon emissions. However, these projects will require careful navigation of the growing labyrinth of risks…more

Carbon Capture and Sequestration, Carbon Emissions, Clean Energy, Climate Change, Energy Projects

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What are the benefits of the planned modernisation of German Arbitration law for practitioners and users?

German arbitration law is to be reformed to current needs and thus intended to be made more attractive overall. To this end, the German Federal Ministry of Justice on 1 February 2024 published a draft bill for an act to…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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Impact of recent corporate criminal liability reforms for PE firms

The new failure to prevent fraud offence and new ‘senior manager’ attribution test for corporate criminal liability contained in the Economic Crime and Transparency Act 2023 are relevant to private equity firms for two key…more

Companies Act, Corporate Crimes, Criminal Liability, Portfolio Companies, Private Equity

See all updates »

Low-carbon hydrogen projects – how do you get from concept to financial close?

As the appetite for giga-scale low-carbon hydrogen projects grows, major questions arise about what it takes to actually get these projects financed, built and into production at a speed and on a scale needed to meet Net Zero…more

COP, Energy Sector, Green Energy, Hydrocarbons, Hydrogen Power

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Paving the way for the future of payments – Instant payments at a glance

As the final compromise text of the so-called Instant Payments regulation has just been published, our regulatory payment experts have summarised the key obligations that will apply to payment service providers in this context,…more

EU, European Parliament, Financial Institutions, Financial Regulatory Reform, Financial Services Industry

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Global M&A insights Q4 2020

Overview - This report looks at how Joe Biden’s election will impact U.S. and global transactions, and whether the recent strong recovery in M&A markets will now accelerate. Efforts to control Covid-19 may yet be the biggest…more

Acquisitions, CFIUS, Foreign Investment, Investors, Mergers

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FATF recognises significant improvements to the UAEs anti-money laundering regime

Summary - In June 2023, the Financial Action Task Force (FATF) issued a report addressing the progress made by the UAE in improving its level of compliance with the FATF Standards, since the FATF’s previous Mutual Evaluation…more

AML/CFT, Anti-Money Laundering, Counter-Terrorist, Financial Action Task Force, Financial Transactions

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Increased Focus on Forced Labor in the US and EU

U.S. Customs authorities impounded thousands of vehicles, showing risks to imports linked to forced labor. The U.S. government detained thousands of luxury vehicles deemed to contain a small electronic component sourced from…more

Automotive Industry, Customs and Border Protection, Enforcement, Entity List, EU

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Labour and social security measures addressing the crisis provoked by Covid-19

Royal Decree 463/2020 of 14 March, by which the state of alarm in Spain is declared, includes a number of measures, among them the limitation of freedom of movement, which limits the freedom of movement of people, though it…more

Coronavirus/COVID-19, Infectious Diseases, Public Health, Spain

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Social media and investment recommendations: regulatory challenges and risks

Entities from the capital market sector often rely on social media as a key communication channel. However, they still have to follow the same regulatory requirements for information exchange and customer acquisition as they do…more

Capital Markets, EU Market Abuse Regulation (EU MAR), European Securities and Markets Authority (ESMA), Financial Regulatory Reform, Financial Services Industry

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

See all updates »

What does Pillar Two mean for structured finance?

Born of the OECD’s base erosion and profit shifting (BEPS) project, the Pillar Two rules introduce a global minimum corporate tax rate of 15% on multinationals of a certain size. The reforms reflect the outcome of an…more

Capital Markets, Corporate Taxes, EU, Model Rules, OECD

See all updates »

Harmonising EU Insolvency: perspectives from France, Germany and the Netherlands

The European Commission has proposed a new directive harmonising certain aspects of insolvency law. Proposals on clawback, pre-packs and directors' duties (among others) will be of interest to companies, directors, investors and…more

Avoidance, Creditors, EU, European Commission, Insolvency

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The Spanish Constitutional Court declares certain squatter-protection rules in Catalonia null

On 28 January 2021 the Spanish Constitutional Court published a ruling that declares null several articles of the DL 17/2019 on the basis, among others, that annulled provisions affect basic elements of the constitutional right…more

Constitutional Courts, Leases, Private Property, Residential Leases

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The Register of Overseas Entities – what the real estate industry needs to know - March 2024

The Economic Crime (Transparency and Enforcement) Act 2022 requires overseas entities which own, or wish to acquire, certain real estate in the UK to register with Companies House and to provide, and keep up-to-date, information…more

Beneficial Owner, Corporate Transparency Act, Enforcement Actions, Investors, Lenders

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Brief of Amici Curiae Stonewall UK, et al. in support of Plaintiffs-Appellees

Allen & Overy’s U.S. litigation team authored an amicus brief to the U.S. Court of Appeals for the Eleventh Circuit to help preserve transgender adolescents’ access to gender-affirming healthcare. A&O partnered with Stonewall…more

Gender Identity, LGBTQ, Transgender

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Responsible AI: navigating the risks and embracing the possibilities

The launch of GPT-4 has led to the widespread use of generative artificial intelligence (AI). As the first law firm – and one of the few firms of any sort – with experience in deploying GPT-4 across our business, we’re helping…more

Artificial Intelligence, Bots, Ethics, Innovative Technology, Machine Learning

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Jokowi affirms Government's commitment to implement 'fix' of Omnibus Law

On 25 November 2021, the Constitutional Court of Indonesia (the Court) declared that the formation of Law No. 11 of 2020 regarding Job Creation (the Omnibus Law) violated the 1945 Constitution of Indonesia due to legislative…more

Indonesia, Job Creation, Omnibus Guidance

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Building a pathway to green real estate in the UAE

The UAE is leading the way in the Middle East in incorporating sustainability and environmental standards in construction and real estate. Ian Bevan and Ejiro Otu discuss that there is still more to be done to incentivise green…more

Building Standards, Climate Change, Dubai, Global Market, Green Buildings

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Okpabi: Supreme Court rules that Nigerian communities can sue Shell and its Nigerian subsidiary in England

Okpabi and others (Appellants) v Royal Dutch Shell Plc and another (Respondents) [2021] UKSC 3, 12 February 2021. The UK Supreme Court has ruled that the English courts have jurisdiction to hear a claim by over 40,000…more

Board of Directors, Breach of Duty, Duty of Care, Parent Corporation, Subsidiaries

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Bill Of Law Enables Banks’ T3 Or Senior Subordinated Notes In Spain

In the process of implementation of the Bank Recovery and Resolution Directive (BRRD) in Spain, the draft bill is proposing a change in the ranking of claims which will enable Spanish banks to issue the so-called senior…more

Bank Recovery and Resolution Directive (BRRD), Banks, Global Systemically Important Financial Institutions (GSIFI), Insolvency, Restructuring

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Risks for directors in the spotlight: Climate litigation

In this article we shine the spotlight on an emerging risk for directors - that of direct claims against them relating to acts or omissions addressing climate change. We briefly consider this fast developing area of litigation…more

Board of Directors, Breach of Duty, D&O Insurance, Fiduciary Duty

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The Capital Markets Bill: A long-awaited reform at a glance

On 2 May 2023, the parliamentary debate to enact a long-awaited bill, commonly known as the Capital Markets Bill, commenced. The Capital Markets Bill is aimed primarily at introducing a number of significant changes in the…more

Asset Management, Capital Markets, EU, Small and Medium-Sized Enterprises (SMEs)

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Hydrogen update Germany - new regulatory and market developments

Exciting times for hydrogen market participants in Germany – in the last months, a variety of new regulatory instruments and policy initiatives have been announced which will boost the ramp-up of the hydrogen economy in Germany…more

Climate Change, Electricity, Energy Projects, Energy Sector, Environmental Policies

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Clarification changes to the August 2005 Luxembourg Act

Clarification changes in relation to the Luxembourg Act dated 5 August 2005 on financial collateral arrangements, as amended (the Luxembourg Collateral Act)…more

Collateral, Financial Services Industry, Luxembourg

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Significant changes in the Spanish FDI regime: broader scope and protective rules that affect EU/EFTA investors

Spanish foreign direct investment (FDI) regime set out in Law 19/20031 has just been amended by Royal Decree-Law 34/2020, of 17 November (RDL 34/2020), which enters into force on 19 November 2020. …more

EFTA, Foreign Direct Investment, Foreign Investment, Investment Controls, Spain

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Senate Bill Introduced to Examine Bayh-Dole Reporting Requirements

On January 10, 2024, Senators Chris Coons and Thom Tillis introduced a bill titled Improving Efficiency to Increase Competition Act (“IEICA”). The IEICA would require that the Comptroller General provide a report to certain…more

Bayh-Dole Act, Biden Administration, Congressional Committees, Life Sciences, Patent Litigation

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SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

Snapshot of Australia’s renewable energy market

After many years of limited action on climate change, a change in federal government has seen Australia set a target to reduce emissions by 43% below 2005 levels by 2030 and achieve net zero by 2050. In its first budget the new…more

Australia, Clean Energy, Electricity, Energy Projects, Energy Sector

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The Adler appeal: our key takeaways

The Adler appeal: Our key takeaways from the landmark Court of Appeal judgment setting aside the Adler restructuring plan, and what it means for future restructuring plans - The Court of Appeal has handed down its…more

Appeals, Companies Act, Corporate Governance, Corporate Restructuring, Creditors

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Higher tax related money laundering risks for financial institutions

Financial institutions and other AML-obliged entities in Belgium now face increased criminal risks for laundering the proceeds of any type of tax fraud. Higher money laundering risks…more

Compliance, Financial Institutions, Money Laundering, Tax Evasion, Tax Fraud

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Russian Supreme Court says sanctioned persons may ignore arbitration clauses

On 9 December 2021, Russian Supreme Court published its decision on the appeal in the case of Uraltransmash vs PESA, which was of great interest for every party doing business with Russian companies…more

Arbitration, Office of Foreign Assets Control (OFAC), Russia, SDN List

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Draft EU Foreign Investment Screening Regulation sets out more comprehensive screening regime

On 24 January 2024, the European Commission (EC) published its proposed reform of foreign investment screening in the EU. The proposal introduces more comprehensive rules for the review of foreign investments and strengthens…more

Biden Administration, Critical Infrastructure Sectors, Dual Use Goods, EU, EU Screening Regulation

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CJEU publishes AG opinion on sale of a database of personal data

The Court of Justice of the European Union (CJEU) published the Advocate General's Opinion on whether the GDPR would restrict the sale of a database by court enforcement officers to satisfy creditor claims without the consent of…more

Court of Justice of the European Union (CJEU), Data Controller, Data Processors, Data Protection, EU

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The M&A Landscape in 2022: A global picture

Global M&A markets recorded another year of extraordinary growth in 2021 with transaction values soaring to a new record high of nearly USD6 trillion. As 2022 begins, we examine what underpinned that growth and ask if it can…more

Acquisitions, CFIUS, Foreign Direct Investment, Foreign Investment, Initial Public Offering (IPO)

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How are government national security probes affecting technology transactions across the world?

The tightening of controls on foreign direct investment (FDI), on national security or national interest grounds, is having a significant impact on technology transactions – a trend that is only likely to grow…more

Acquisitions, CFIUS, EU, FIRRMA, Foreign Acquisitions

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The world needs different

Becoming a truly diverse and inclusive organisation remains a top priority, as A&O adds disability and social mobility to its focus…more

Business Strategies, Career Development, Disabilities, Diversity, Diversity and Inclusion Standards (D&I)

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Lord, “My articles conflict with my shareholders’ agreement”

Court finds “unimportant untidiness” rather than true conflict between the articles and shareholders’ agreement…more

Majority Shareholders, Minority Shareholders, Shareholders, Shareholders' Agreements

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The Adler appeal: our key takeaways

The Adler appeal: Our key takeaways from the landmark Court of Appeal judgment setting aside the Adler restructuring plan, and what it means for future restructuring plans - The Court of Appeal has handed down its…more

Appeals, Companies Act, Corporate Governance, Corporate Restructuring, Creditors

See all updates »

New RTS for sustainable finance disclosure regulation (SFDR) – key points for fund and asset managers

As Firms continue to implement SFDR, which applies on 10 March 2021 across the EU, our latest Great Fund Insights client alert gives further detail on the Regulatory Technical Standard and how firms can make sense of the new…more

Corporate Governance, Environmental Social & Governance (ESG), EU, European Commission, European Supervisory Authorities (ESAs)

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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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National Security Division Announces New Self-Disclosure Policy in M&A Transactions

The National Security Division (NSD) of the Department of Justice announced a new self-disclosure policy on March 7, 2024 (M&A Policy) that impacts corporations, private equity firms, and venture capital firms and their merger…more

Acquisitions, Department of Justice (DOJ), Investors, Merger Controls, Mergers

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

See all updates »

Increased Focus on Forced Labor in the US and EU

U.S. Customs authorities impounded thousands of vehicles, showing risks to imports linked to forced labor. The U.S. government detained thousands of luxury vehicles deemed to contain a small electronic component sourced from…more

Automotive Industry, Customs and Border Protection, Enforcement, Entity List, EU

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

High Court further clarifies when foreign companies may use Singapore’s restructuring regime

In Re Zipmex Co Ltd (2022), the Singapore High Court held that Thai, Indonesian and Australian subsidiaries of the Zipmex Group had their Centre of Main Interest in Singapore. It noted that it would have been evident to account…more

COMI, Insolvency, Jurisdiction, Restructuring, Singapore

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SPACs listings in Hong Kong – a comparison among different jurisdictions

On 17 December 2021, the Hong Kong Stock Exchange (HKEX) published consultation conclusions allowing the listing of Special Purpose Acquisition Companies (SPACs) in Hong Kong. This follows the publications of new rules on SPACs…more

Hong Kong, Hong Kong Stock Exchange, Initial Public Offering (IPO), Special Purpose Acquisition Companies (SPACs)

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

See all updates »

Russia sanctions and contractual non-performance

In light of recent international economic sanctions imposed by the United States, the European Union, and other bodies against Russia, commercial actors should review their contracts with great care…more

Economic Sanctions, Foreign Policy, Foreign Relations, Russia

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Distressed energy supply companies: further guidance for officeholders and stakeholders

Utility Point: the English High Court provides directions on key aspects of the supplier of last resort regime…more

Electricity, Energy Sector, Renewable Energy, UK

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No patents, no problem: how Formula 1 technology races ahead without patent protection

As arguably the most technologically advanced sport in the world, where cutting-edge R&D is critical to achieving results on the track, it would be reasonable to assume that patents play a pivotal role in protecting innovation…more

Innovation Patent, Intellectual Property Protection, Inventions, Patent Applications, Patents

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Conversion into law of the Justice Decree

What is new in the field of crimes pursuant to Legislative Decree 231, disturbed freedom of enchantment, environmental crimes and the practical implications for the Organisational Models of entities - On 9 October 2023, the…more

Compliance, Corporate Crimes, Corporate Governance, Environmental Social & Governance (ESG), EU

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Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

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Employee risk considerations for private capital investors

Employee activism is increasingly becoming a focal point within the private equity sector, as employees leverage their voice to influence company policies and practices. This shift towards a more vocal workforce has prompted…more

Competition, Diversity and Inclusion Standards (D&I), Employees, Employment Contract, EU

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The EU Foreign Subsidies Regulation

Impact on public procurement procedures. The EU Foreign Subsidies Regulation (FSR) was published on 23 December 2022. It will take effect on 12 July 2023 and provides for mandatory notification requirements from 12 October…more

Draft Implementation Regulations, EU, European Commission, Foreign Subsidies, Procurement Guidelines

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Vienna International Arbitral Centre launches new investment arbitration and mediation rules

With effect from 1 July 2021, the Vienna International Arbitral Centre (the VIAC) has new specialised VIAC Rules of Investment Arbitration (Vienna Investment Arbitration Rules) and the VIAC Rules of Investment Mediation. The…more

Arbitration, Arbitration Awards, International Arbitration, Mediation, UNCITRAL

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Service levels and service credits tips and tricks

The Roman empire dominated the Mediterranean with their fearsome fleet of ships. One of their secrets? They apparently outsourced the crewing of some ships to private merchants. Some merchants would agree to ensure the ships…more

Consumer Contracts, Contract Terms, UK

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

See all updates »

The Netherlands, European Union and China all make their next moves in the game to control semiconductor supply chains

Following negotiations with the United States, the Netherlands in January 2023 agreed to impose controls on the export of certain semiconductors and related products to China…more

China, EU, European Commission, Export Controls, Exports

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Lummis-Gillibrand Responsible Financial Innovation Act proposes comprehensive regulatory framework for digital assets in the United States

On June 7, 2022, Senator Kirsten Gillibrand (D-NY) and Senator Cynthia Lummis (R-WY) introduced the Responsible Financial Innovation Act (RFIA), a highly anticipated legislative proposal that, if enacted by Congress and signed…more

CFTC, Cryptocurrency, Digital Assets, Distributed Ledger Technology (DLT), Popular

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

See all updates »

Draft EU Foreign Investment Screening Regulation sets out more comprehensive screening regime

On 24 January 2024, the European Commission (EC) published its proposed reform of foreign investment screening in the EU. The proposal introduces more comprehensive rules for the review of foreign investments and strengthens…more

Biden Administration, Critical Infrastructure Sectors, Dual Use Goods, EU, EU Screening Regulation

See all updates »

Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

SEC Rule 192: Prohibition against conflicts of interest in certain securitizations

Seven months after our initial note on the subject, the United States Securities and Exchange Commission (the SEC) on November 27, 2023 adopted Rule 192 (Rule 192 or the Final Rule)1 pursuant to Section 27B of the Securities Act…more

Capital Markets, Compliance, Final Rules, Popular, Proposed Rules

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EU Securitisation Regulation – The end of tax notification obligation for European investors in Australian securitisations

On 5 October 2021, some good news for the Australian securitisation market came from the EU following a decision by the Council (linked here) to recognise that Australia has implemented all the necessary tax reforms (in…more

Australia, EU, Institutional Investors, Investors, Tax Reform

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Changes in the global patent litigation landscape: The impact of the UPC

The global patent landscape shifted very significantly in June last year, with the opening of the long-awaited European Unified Patent Court (the UPC). This single, one-stop judicial framework provides, for the first time, a…more

EU, European Patent Office, Intellectual Property Litigation, Intellectual Property Protection, Patent Litigation

See all updates »

IP Rights in Football: Avoiding an own-goal

As the 2022 World Cup final approaches, we explore the importance of IP rights in the beautiful game, as well as some potential "fouls" that clubs, footballers and even fans need to avoid…more

Copyright, Intellectual Property Protection, Patents, Soccer, Trademarks

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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Updated transparency rules for EU clinical trials - the end of the deferral mechanism

Following a public consultation period this summer, the European Medicines Agency (EMA) published revised transparency rules (s. here) for the EU Clinical Trials Information System (CTIS) on 6 October 2023. The CTIS serves as…more

Clinical Trials, EU, EU Clinical Trials Regulation (CTR), Life Sciences, Pharmaceutical Industry

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Bankers bonus cap lifted - what does it mean for the banks

PRA and FCA plans to remove the bankers’ bonus cap requirements have been accelerated, giving banks flexibility to depart from a strict regulatory cap with immediate effect…more

Banking Sector, Banks, Bonuses, EU, Financial Conduct Authority (FCA)

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Covid-19 coronavirus: Impending changes to credit facilities agreements of Czech borrowers

The Czech government has submitted to the Parliament a proposal which would ultimately result in temporary changes to credit facilities agreements and certain other finance documents of, amongst others, corporate borrowers…more

Borrowers, Coronavirus/COVID-19, Czech Republic

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Stop the press; a liquidated damages case that isn’t about penalties…

You might be forgiven for thinking that any time a party wants to get out of a liquidated damages provision, it argues the clause is an unenforceable party. However, in a recent case, a contractor sought to avoid liquidated…more

Contract Formation, Contract Terms, Damages, Liquidated Damages, UK

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Discord about access to court file between UPC Court of First Instance Divisions

Important decisions abound as the UPC navigates the still often unchartered waters of its Rules of Procedure (RoP). We recently discussed two orders by the Munich Division where third-party access requests based on general…more

Appeals, Confidential Information, Deadlines, Jurisdiction, Patent Applications

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Contractural penalties - an important resolution of the Supreme Court

In its resolution dated 20 November 2019, the Supreme Court concluded that an agreement must not provide for a contractual penalty in the event a party rescinds such agreement due to the other party’s failure to perform its…more

Construction Contracts, Contractors, Landlords, Leases, Poland

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Achieving gender parity in the UKs top companies a mixed picture

The Government-backed FTSE Women Leaders Review has been released for the third year, with the results showing promising progression in the appointment of women to boards (with the 40% target for women on boards achieved in…more

Board of Directors, Corporate Governance, Diversity, FTSE, Gender Equity

See all updates »

FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

See all updates »

SEC adopts climate-related disclosure regime covering all registrants

New rules reflect significant concessions in response to public comments, but compliance will require careful consideration and significant investment by SEC registrants. - Scope 3 emissions disclosure not required for any…more

Annual Reports, Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements

See all updates »

2022 Empirical Study: Costs, Damages and Duration in Investor-State Arbitration in the CEE Region

This study examines over 100 investor-State cases, which involved countries of Central and Eastern Europe (CEE) as respondent States and were conducted under ICSID, UNCITRAL and other arbitration rules and gives a comprehensive…more

Arbitration, Arbitration Awards, Dispute Resolution, International Arbitration

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The Supreme Court of Thailand issues judgement endorsing the use of SIAC Expedited Procedure

The Supreme Court of Thailand has burnished its pro-arbitration credentials in a recent decision that recognises the primacy of the SIAC Expedited Procedure and promotes certainty for parties involved in Thailand-related SIAC…more

Arbitration, Arbitration Awards, International Arbitration, SAIC, Thailand

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Announcement of new DOJ Whistleblower Policy

On March 7, 2024, Deputy Attorney General Lisa Monaco announced a new 90-day pilot program at the Department of Justice (DOJ) to incentivize whistleblowers. The program is inspired by and generally follows similar programs…more

CFTC, Criminal Investigations, Department of Justice (DOJ), Enforcement Actions, False Claims Act (FCA)

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UK carbon border adjustment mechanism: shaping up ahead of 2027

In 2027, the UK will introduce a carbon border adjustment mechanism (CBAM) on imports of certain carbon intensive goods. The CBAM will impose a charge on the emissions embodied in relevant imports that take place on or after 1…more

Carbon Emissions, Environmental Policies, EU, HMRC, Imports

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Making a positive social impact

Around the world, in many different settings, A&O is drawing on all its resources – from financial to skills, time and expertise – to make a real difference in the lives of people. A&O’s new global charity partner, Women for…more

Diversity, Legal Advice, Mentors, Pro Bono, Professional Development

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Towards mandatory TCFD

The recommendations of the Task Force for Climate-related Disclosures (TCFD) are voluntary, but are fast gaining traction within sustainability/ESG policy and regulation. …more

Climate Change, Corporate Governance, Financial Conduct Authority (FCA), Prudential Regulation Authority (PRA), Task Force on Climate-related Financial Disclosures (TCFD)

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High Court clarifies limits on collateral use of documents obtained by the FCA pursuant to a request for mutual legal assistance: FCA v (1) Papadimitrakopoulos (2) Gryparis [2022] EWHC 2792 (Ch)

In a strike out application, the High Court has reaffirmed that materials obtained through a formal request for mutual legal assistance (MLA) can only be used for the purpose stated within the request, absent express consent…more

Financial Conduct Authority (FCA), Financial Services Industry, Market Abuse, UK

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

See all updates »

Foreign direct investment regime in Spain: recent developments

Introduction - On 5 July 2023, Royal Decree 571/2023 on foreign investments (RD 571/2023), previously approved by the meeting of the Council of Ministers on 4 July 2023, was published in the Official State Gazette. It will…more

Critical Infrastructure Sectors, Foreign Acquisitions, Foreign Direct Investment, Foreign Investment, Investment

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Myanmar update from on the ground: Changes to the Electronic Transactions Law and the impact on financial institutions

The amended Electronic Transactions Law (ETL) is one of several legislative changes that have emanated from the recent military takeover in Myanmar. These changes affect banks, insurers, providers of payments infrastructure and…more

Banks, Financial Institutions, Financial Services Industry, Myanmar

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Pro bono support for asylum seekers detained in the UK

To mark UK National Pro Bono Week, A&O volunteers talk about their work to support asylum seekers at risk of removal from the UK to Rwanda…more

Asylum, Immigration Procedures, Pro Bono, Refugees, UK

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Restrictive covenants, Brexit and the war for talent – why protecting your confidential information has never been more important

In an age of artificial intelligence and robotics and where electric cars are now a reality, restrictive covenants in employment contracts are essential armour for any employer. Certainly for Dyson Technology Limited (DTL),…more

Confidential Information, Employer Liability Issues, Enforcement Actions, Restrictive Covenants, UK

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

See all updates »

Dutch Bonus Cap and Brexit

Dutch Central Bank provides explanation on international holding exception and Dutch Minister of Finance comments on circumvention. On 3 March 2017, the Dutch Central Bank (De Nederlandsche Bank or DNB) published a Q&A that…more

Banks, European Economic Area (EEA), FSMA, Netherlands, UK Brexit

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20 Questions for Qualifying Asset Holding Companies (QAHCs)

The Finance Act 2022 (FA22) has introduced a new regime for qualifying asset holding companies (“QAHCs”). The new regime, which came into force on 1 April 2022, offers qualifying companies a wide range of tax benefits, broadly…more

Corporate Taxes, Income Taxes, Investors, UK, Value-Added Tax (VAT)

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Jokowi affirms Government's commitment to implement 'fix' of Omnibus Law

On 25 November 2021, the Constitutional Court of Indonesia (the Court) declared that the formation of Law No. 11 of 2020 regarding Job Creation (the Omnibus Law) violated the 1945 Constitution of Indonesia due to legislative…more

Indonesia, Job Creation, Omnibus Guidance

See all updates »

New Implementing Regulations of China’s Anti-Monopoly Law: Highlights and Implications

Following last year’s significant amendments to the PRC Anti-Monopoly Law (2022 AML) the State Administration for Market Regulation (SAMR) has published final versions of the accompanying implementing regulations. Taking effect…more

Abuse of Dominance, Anti-Competitive, Anti-Monopoly, China, Gun-Jumping

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Wetsvoorstel transparantie maatschappelijke organisaties naar Tweede Kamer

Overview Nieuwe verplichtingen tot verstrekken van informatie over buitenlandse giften en het deponeren van balans en staat van baten/lasten voor maatschappelijke organisaties…more

Balance Sheets, Donations, Netherlands, Transparency

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

See all updates »

The von der Leyen Commission

After a slightly inauspicious start, involving the rejection by the European Parliament of three candidate Commissioners and robust grilling by MEPs of many of the proposed team, the European Commission led by former German…more

EU, European Commission, European Parliament

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U.S. sanctions enforcement in the virtual currency space - USD 1 billion and counting...

Beginning in 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) has increasingly focused its enforcement activity on entities operating in the virtual currency space, illustrating a trend that…more

Enforcement, Office of Foreign Assets Control (OFAC), Sanctions, Settlement Agreements, U.S. Treasury

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FCA publishes proposals for new UK Listing regime for commercial companies

Today the FCA has published its Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness Review. This is the first of two consultations on the FCA’s…more

Capital Markets, Debt Market, Financial Conduct Authority (FCA), Financial Regulatory Reform, Listing Rules

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Changes in the global patent litigation landscape: The impact of the UPC

The global patent landscape shifted very significantly in June last year, with the opening of the long-awaited European Unified Patent Court (the UPC). This single, one-stop judicial framework provides, for the first time, a…more

EU, European Patent Office, Intellectual Property Litigation, Intellectual Property Protection, Patent Litigation

See all updates »

UPC Paris Central Division to decide on treatment of whether affiliates are the “same party” as their parent

For the first time, on Thursday 26 October, an oral hearing took place at the Paris Central Division. It pertained to a preliminary objection lodged in a revocation action brought by Meril Group against a patent owned by Edwards…more

EU, European Patent Office, France, Intellectual Property Protection, Life Sciences

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Indonesia toll road update

Law No 38 of 2004 on Roads was amended on 12 January 2022 by Law No 2 of 2022 (the Road Law) and we have identified three changes which impact investment in the toll road sector. One is relating to tariff, the other on…more

Indonesia, Infrastructure, Roads, Toll Roads

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U.S. sanctions enforcement in the virtual currency space - USD 1 billion and counting...

Beginning in 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) has increasingly focused its enforcement activity on entities operating in the virtual currency space, illustrating a trend that…more

Enforcement, Office of Foreign Assets Control (OFAC), Sanctions, Settlement Agreements, U.S. Treasury

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Regulating AI: Businesses need to prepare for increasing risk of future disputes

With AI we face a combination of accelerating technological development and, depending on the jurisdiction, a greater or lesser degree of legislative intervention. Artificial intelligence burst into our collective…more

Advertising, Artificial Intelligence, Bots, China, Copyright

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Employment risks associated with employees bringing their whole selves to work

Now that diversity and inclusion have been elevated to commercial imperatives, the mantra “bring your whole self to work” is becoming business as usual…more

Diversity and Inclusion Standards (D&I), Employer Liability Issues, Gender Identity, Transgender

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Economic Crime and Corporate Transparency Act 2023

The first set of company law changes implementing parts of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) are now in force. These changes include: - new rules for registered office addresses; - a…more

Corporate Governance, Corporate Transparency Act, Disclosure Requirements, EU, New Rules

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Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

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10 lessons in sustainability regulation

Creating an effective regulatory framework will be critical to deliver Net Zero. But does that mean more – or less – regulation? From trade agreements to taxonomies, carbon adjustment mechanisms to corporate sustainability…more

Asia Pacific, Carbon Capture and Sequestration, Climate Change, Corporate Governance, Corporate Social Responsibility

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Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

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Antitrust in focus - October 2023

The Foreign Subsidies Regulation (FSR) establishes a new regime, enforced by the European Commission (EC), to regulate subsidies granted by non-EU countries to businesses active in the EU that could distort competition in EU…more

Acquisitions, Antitrust Division, Competition, Department of Justice (DOJ), Energy Sector

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The U.S. Eleventh Circuit Court of Appeals en banc overturns Industrial Risk and INPROSTA

Last year, we wrote about precedent in the U.S. Court of Appeals for the Eleventh Circuit holding that international arbitration awards issued in the U.S. and encompassed by the New York Convention can be vacated only under the…more

Arbitration, Arbitration Awards, Federal Arbitration Act, Foreign Arbitral Awards, International Arbitration

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UK Listing Rules reforms: Controlling shareholder regime and dual-class share rights

This is the last publication in a series of Allen & Overy publications on the FCA's Consultation Paper (CP23/31) setting out its detailed proposals for listing rules reforms as part of its Primary Markets Effectiveness Review…more

Dual Class Share Structures, Financial Conduct Authority (FCA), Initial Public Offering (IPO), Listing Rules, Shareholders

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Directing the pro bono response to a growing international refugee crisis

The number of people forcibly displaced in the world has reached over 100 million for the first time, with sudden and large scale crises in Afghanistan and Ukraine intensifying an already growing problem. Around half of the…more

Afghanistan, Asylum, Family Reunification, Immigration Procedures, Legal Aid

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M&A Insights H1 2022

There has been an explosion of interest in the growth capital market in recent years, with numerous new investors raising billions of dollars for investment in earlier stage companies positioned for expansion. …more

Acquisitions, Investment, Investors, Mergers, Private Equity

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Spanish law endorses a new class of senior "non-preferred" debt instruments (or senior second ranking notes): the starting gun has been fired

Royal Decree-Law 11/2017 of 23 June on urgent actions on financial matters (RDL 11/2017) has recently been approved by the Spanish Government. RDL 11/2017 (3rd paragraph of Article 3) has amended Law 11/2015 (implementing BRRD…more

Capital Markets, MiFID, Spain

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Conversion into law of the Justice Decree

What is new in the field of crimes pursuant to Legislative Decree 231, disturbed freedom of enchantment, environmental crimes and the practical implications for the Organisational Models of entities - On 9 October 2023, the…more

Compliance, Corporate Crimes, Corporate Governance, Environmental Social & Governance (ESG), EU

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Cable pooling - a new opportunity for developing RES installations in Poland

A key barrier to developing new RES installations in Poland is the limited power capacity of the Polish power grid, which results in many refusals to connect new installations to the grid. Cable pooling is regarded as a possible…more

Energy Regulatory Commission, Energy Sector, EU, New Rules, Poland

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New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Infrastructure Investment and Jobs Act: Opportunities for private capital in the water sector

The Infrastructure Investment and Jobs Act (IIJA) was signed into law by President Biden on November 15, 2021 and provides for a USD105 billion public investment in U.S. water infrastructure. …more

Infrastructure, Infrastructure Investment and Jobs Act (IIJA), Investors, Water

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Conversion of shares, variation of class rights and interpretation of articles of association the Court of Appeal decision in the DnaNudge case

The Court of Appeal has upheld a High Court decision regarding the interplay between potentially conflicting provisions in a company’s articles of association. The provisions in question related to the conversion of shares and…more

Acquisitions, Appeals, Business Litigation, Corporate Governance, Investment

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Limitation of liability under the microscope

The High Court has held a limitation clause in a research agreement would be effective to limit liability for dishonesty, though not fraudulent misrepresentation. Research paper errors give rise to dispute - Innovate had…more

Contract Interpretation, EU, Exclusionary Clauses, Liability, Limitation Periods

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and…more

Chief Information Security Officer (CISO), Corporate Governance, Cyber Insurance, Cybersecurity, D&O Insurance

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Final changes to EUTM Regulation in force from 1 October 2017: No requirement for graphical representation and EU Certification Marks introduced

Further changes to the EU Trade Mark (“EUTM”) system come into effect on 1 October 2017. These are the next step in the EU’s trade mark reforms, which are aimed at modernising the system to make it technologically up-to-date and…more

European Union Intellectual Property Office (EUIPO), European Union Trade Mark (EUTM), Intellectual Property Protection, Member State, Trademarks

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Spain approves law implementing 4MLD

On 30 August 2018, the Spanish Council of Ministers approved Royal Decree 11/2018 on the transposition of directives on the protection of pension commitments with workers, prevention of money laundering and requirements for…more

Anti-Money Laundering, Beneficial Owner, Due Diligence, MLD4, Money Laundering

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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The German StaRUG-Scheme: Act on the Stabilisation and Restructuring Framework for Businesses

A short bullet point summary of the new StaRUG-Scheme and a non-reliance translation of the draft bill for the StaRUG-Scheme from German into English based on the preliminary text of the new draft legislation. …more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, EU, Germany

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Equity Capital Markets in 2023: A year to be flexible, ready and creative

In 2022, Allen & Overy’s Equity Capital Markets practice was again involved in many high profile and significant ECM transactions around the world. Our standing in the market, and our role in the successes of our clients, makes…more

Capital Markets, Capital Raising, Initial Public Offering (IPO)

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Sustainable Finance Governance And Greenwashing: ASIC's Strategic Priorities

The Australian Securities and Investment Commission (ASIC) has released its new Corporate Plan, outlining its plans for the next year, and strategic priorities for the next four…more

ASIC, Australia, Disclosure Requirements, Greenwashing, Investment

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Premia in(tro): court finds there should be reasonable remuneration for referral

Where a firm of insurance consultants introduced a new client to an insurance management company, the court held that they were entitled to reasonable remuneration for the referral…more

Insurance Industry, Policy Terms, Remuneration, UK

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Law Commission’s final report on digital assets: What’s new?

Eleven months after the publication of its monster consultation paper, the Law Commission has published its final report on Digital Assets. Last time, tongue in cheek, we likened the hype to that for “Top Gun: Maverick”, which…more

Asset Tokens, Cryptocurrency, Digital Assets, Financial Services Industry, Financial Transactions

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Higher tax related money laundering risks for financial institutions

Financial institutions and other AML-obliged entities in Belgium now face increased criminal risks for laundering the proceeds of any type of tax fraud. Higher money laundering risks…more

Compliance, Financial Institutions, Money Laundering, Tax Evasion, Tax Fraud

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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Electronic storage rule amendments

The Securities and Exchange Commission, on October 12, 2022, adopted amendments to its books and records electronic storage requirements for broker-dealers and certain security-based swap entities (“SBSEs”). The final rule…more

Amended Rules, Audits, Securities and Exchange Commission (SEC)

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Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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The Law on Job Creation: a new dawn for investment in Indonesia

On 2 November 2020, Indonesia’s Law on Job Creation went into effect. The Law, amends or revokes over 78 existing laws and introduces new provisions with the aim of increasing investment into Indonesia, and in turn creating…more

Foreign Investment, Hiring & Firing, Indonesia, International Labor Laws, Job Creation

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Income reduction for electricity producers: what’s new in Royal Decree-Law 23/2021?

On 26 October 2021, the Government has approved the Royal Decree-Law 23/2021 providing for new urgent measures in response to the on-going situation of high gas and electricity prices. …more

Electricity, Energy Sector, European Commission, Natural Gas

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Will Unshell be washed away? An uncertain future for ATAD 3 - the EU’s tax proposal on shell entities

The European Commission put forward a proposal in 2021 to tackle shell entities (known as ATAD 3). Despite widespread support for the concept, reaching agreement on the technical details of the Unshell Directive has proved…more

Anti Tax Avoidance Directive (ATAD), EU, European Commission, International Tax Issues, Shell Corporations

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Restructuring, liquidation and solvent dissolution options in Australia

Australia has a well-developed and comprehensive legal framework for the restructuring, insolvent liquidation or solvent dissolution of Australian companies – both solvent and insolvent. A number of options are available to…more

Corporate Restructuring, Insolvency, Liquidation, Safe Harbors, Shareholders

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Data Centres: Legal Issues for Real Estate Investors

Data centre investment offers a strong yield compared to many other asset classes for real estate investors with the right platform and appetite. Thanks to the global exponential growth in internet traffic and data centre…more

Investment, Investors, Real Estate Investments

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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DeFi protocol Uniswap and investors avoid suit for fraudulent activity on digital asset exchange

On August 30, 2023, in a case of first impression, the U.S. District Court for the Southern District of New York dismissed in full a putative securities class action against Uniswap Labs, a decentralized finance (“DeFi”) digital…more

Blockchain, CFTC, Class Action, Crypto Exchanges, Cryptocurrency

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Harmonising EU Insolvency: perspectives from France, Germany and the Netherlands

The European Commission has proposed a new directive harmonising certain aspects of insolvency law. Proposals on clawback, pre-packs and directors' duties (among others) will be of interest to companies, directors, investors and…more

Avoidance, Creditors, EU, European Commission, Insolvency

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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ESMA finalises the draft RTS on ELTIFs

The ELTIF regime was revised earlier this year to address the low uptake of the product in the market. The amended ELTIF regulation will enter into force on 10 January 2024 but many asset managers were awaiting the regulatory…more

Asset Management, ELTIF, EU, European Commission, European Securities and Markets Authority (ESMA)

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Overcoming eDiscovery-Related Chat Data Challenges Part 5 review and disclosure

In this fifth and final post in our blog series addressing challenges related to the discovery of chat data, our eDiscovery experts continue providing practical advice for businesses when encountering chat data in…more

Antitrust Division, Artificial Intelligence, Bots, Data Collection, Databases

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Low-carbon hydrogen projects – how do you get from concept to financial close?

As the appetite for giga-scale low-carbon hydrogen projects grows, major questions arise about what it takes to actually get these projects financed, built and into production at a speed and on a scale needed to meet Net Zero…more

COP, Energy Sector, Green Energy, Hydrocarbons, Hydrogen Power

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Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Horizon scanning – regulatory developments in Australia

With the election outcome signalling a ‘climate mandate’ of some description, it’s likely that we will see renewed efforts to introduce enhanced climate disclosure and standardised reporting obligations to bring Australia in…more

Australia, Banks, Financial Institutions, Financial Services Industry, Insurance Industry

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VAT liability for supervisory board remuneration

The VAT handling of the settlement of remunerations for Supervisory Board members has been changed. Consequences resulting from these changes must be implemented by 1 January 2022 at the latest. Companies must check the legal…more

Corporate Taxes, Germany, International Tax Issues, Remuneration, Value-Added Tax (VAT)

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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The EU goes for gold with its Green Bond Regulation

When the European Parliament announced that political agreement on the EU Green Bond Regulation (the Regulation) had been reached with the Council on 28 February 2023, rapporteur Paul Tang was quoted as saying..…more

EU, European Commission, European Securities and Markets Authority (ESMA), Green Bonds, International Capital Markets Association (ICMA)

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Update – Germany tightens energy efficiency requirements: New challenges for companies and data centers

On 21 September 2023, the German Parliament passed the heavily discussed German Federal Act on the Increase of Energy Efficiency (Energieeffizienzgesetz – EnEfG) that aims at significantly increasing energy efficiency…more

Climate Change, Energy Efficiency, Environmental Social & Governance (ESG), EU, Germany

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Representative Actions for Redress: A New Option Since 13 October 2023

The redress action allows consumer associations to collectively sue companies for performance claims of consumers. The law has entered into force on 13 October 2023…more

Class Action, Dispute Resolution, EU, Germany, Injunctions

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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White collar crime enforcement in Germany: trends and developments

German authorities have intensified and accelerated their enforcement activities in 2023, following a slowdown of both investigations and court proceedings during the pandemic. This had led to a surge of dawn-raids in…more

Anti-Money Laundering, Compliance, Corporate Crimes, Criminal Liability, Cross-Border

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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Regulatory monitoring - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBS: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Banking Sector, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Investment

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What are the benefits of the planned modernisation of German Arbitration law for practitioners and users?

German arbitration law is to be reformed to current needs and thus intended to be made more attractive overall. To this end, the German Federal Ministry of Justice on 1 February 2024 published a draft bill for an act to…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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The New UAE Commercial Companies Law

The UAE has introduced a new Commercial Companies Law (UAE Federal Law No. 2 of 2015) (the New CCL), which replaces the previous Commercial Companies Law (UAE Federal Law No. 8 of 1984, as amended) (the previous CCL). The New…more

Commercial Companies Law, United Arab Emirates (UAE)

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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New Protecting American Intellectual Property Act Authorizes Sanctions for Trade Secret Theft

On January 5, 2023, President Joe Biden signed into law the Protecting American Intellectual Property Act of 2022 (PAIP). PAIP requires that the President identify to Congress individuals and entities associated with theft of US…more

Defend Trade Secrets Act (DTSA), Economic Sanctions, Intellectual Property Protection, Trade Secrets

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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ICO's proposals on UK international transfers may be simpler than the EU's approach but nevertheless remain onerous

When opening its recent consultation on regulating international data transfers from the UK in the post-Brexit era the ICO said, “We understand that international transfers can be complex, especially for smaller businesses. Our…more

Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), Information Commissioner's Office (ICO), International Data Transfers

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The EU goes for gold with its Green Bond Regulation

When the European Parliament announced that political agreement on the EU Green Bond Regulation (the Regulation) had been reached with the Council on 28 February 2023, rapporteur Paul Tang was quoted as saying..…more

EU, European Commission, European Securities and Markets Authority (ESMA), Green Bonds, International Capital Markets Association (ICMA)

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Interpreting the UNCITRAL Model Law on Cross-Border Insolvency: Singapore courts adopt a uniform, consistent and expansive approach

Creditors involved in cross-border restructuring or insolvency proceedings of corporate groups will find that the approach of the Singapore courts to questions of cross-border insolvency provides the assurance of an orderly…more

Appeals, Bankruptcy Code, Chapter 11, Chapter 15, Corporate Restructuring

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The MEF Decree on the Register of Beneficial Owners

The Decree lays down provisions on the communication of data and information on the beneficial ownership of Italian companies, private legal persons, trusts and similar institutions…more

Anti-Money Laundering, Beneficial Owner, Italy, Money Laundering

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EU draft Foreign Subsidies implementing regulation sets out far-reaching notification requirements

On 6 February 2023, the European Commission (EC) launched a public consultation on a draft implementing regulation (IR) which sets out procedural rules relating to the EU Foreign Subsidies Regulation (FSR)…more

European Commission, Foreign Subsidies, Mergers, Notification Requirements

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

New York City proposes multiple bills to ban non-competes

On February 28, 2024, members of the New York City Council proposed three bills that would restrict non-competes at various levels. This development follows the New York state legislature’s proposed non-compete ban, which was…more

City of New York, Employer Liability Issues, Federal Trade Commission (FTC), Freelance Workers, Legislative Agendas

See all updates »

Spotlight on Lusophone trends in Africa: Economic development and energy transition – how do you strike the right balance?

As with many African nations, Lusophone countries on the continent are trying to balance a need to raise revenue to invest in economic development, often from exploiting fossil fuel resources, and the need to transition to clean…more

Africa, Clean Energy, Economic Development, Energy Sector, Liquid Natural Gas

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Continuation funds for real estate fund managers

Summary - In the current global economic climate, continuation funds provide an attractive alternative exit opportunity for real estate fund managers looking to create liquidity for investors in their funds. …more

Fund Managers, Investors, Real Estate Investments, Real Estate Market

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Seventy years of workplace progress with anti-discrimination measures

At the start of the Queen’s reign in 1953, workplace discrimination was commonplace and lawful. Today, the personal characteristics of workers such as sexual orientation, religion, gender and pregnancy have statutory protection…more

Anti-Discrimination Policies, Disability Discrimination, Employer Liability Issues, Employment Discrimination, Employment Litigation

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Desire to harness potential of generative AI drives rising interest in data as an asset

Investors are targeting AI developers and buying proprietary data sets to build new AI businesses. Here we explain how to manage risk in this fast-evolving space. When MIT named generative AI as one of its breakthrough…more

Acquisitions, Artificial Intelligence, Computer Programmers, Copyright Infringement, EU

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

See all updates »

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of a…more

Acquisitions, Board of Directors, Capital Markets, Corporate Governance, Mergers

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Pensions: Joint DB & DC trustee agenda update - April 2024

Welcome to our monthly update on current legal issues for trustees of DB and hybrid pension schemes, designed to help you stay up to date with key developments between trustee meetings, and to support the legal update item on…more

Defined Benefit Plans, Defined Contribution Plans, Disclosure Requirements, Employee Benefits, Employer Liability Issues

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Are employers required to disclose investigation reports in the CCMA?

In a recent unreported judgment between South African Sports Confederation and Olympic Committee v CCMA and Others, the Labour Court considered whether an employer is required to disclose a forensic investigation report prepared…more

Arbitration, Disclosure Requirements, Dispute Resolution, Mediation, South Africa

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Australia, Malaysia and Nigeria impose record antitrust fines

Several antitrust authorities ended 2023 with a bang by imposing record fines. Resale price maintenance (RPM) and cartel conduct were particularly in the spotlight…more

Africa, Antitrust Division, Australia, Australian Competition and Consumer Commission (ACCC), Cartels

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Regulators and reforms: how Australia tackled white collar crime in 2023 and what to expect in 2024

Regulators and enforcement authorities in Australia intensified their efforts to curb white-collar crime in 2023. They targeted fraud, money laundering, tax evasion, cybercrime, and corruption across multiple industries,…more

ASIC, Australia, Bribery, Corporate Counsel, Corporate Crimes

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Great Investor Insights: Aggressive tax practices in UK inbound investment - careful navigation in choppy waters

In this Great Investor Insights alert, our tax specialists examine the key issues to be taken into account by global institutional investors, fund managers and corporates in structuring UK inbound investment in the current…more

Criminal Investigations, Investment, Investors, UK

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A&O’s secondees support refugees fleeing Ukraine with pro bono legal advice

In the months following the invasion of Ukraine, a group of law firms and NGOs worked together to mobilise a collaborative pro bono response to assist Ukrainian refugees in Poland. The outcome was the joint secondment programme…more

Client Services, Law Firm Associates, Law Firm Partners, Law Practice Management, Pro Bono

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The M&A Landscape in 2022: A global picture

Global M&A markets recorded another year of extraordinary growth in 2021 with transaction values soaring to a new record high of nearly USD6 trillion. As 2022 begins, we examine what underpinned that growth and ask if it can…more

Acquisitions, CFIUS, Foreign Direct Investment, Foreign Investment, Initial Public Offering (IPO)

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Our response to the UK Parliament Brexit vote

On 15 January 2019, the UK House of Commons voted to reject the Brexit deal that had been signed off by both the UK and EU27 negotiators at the political level. Following an amendment passed by the Commons last week, the UK…more

Member State, UK, UK Brexit, UK Parliament

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When is a jackpot not a jackpot?

Imagine thinking you had just become a millionaire – only for your expected prize to be taken away due to a coding error. That stark reality was faced by Joan Parker-Grennan some nine years ago, when she played an instant win…more

Appeals, Class Action, Coding, Lottery, Misrepresentation

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CFA curtails ambit of the “innocent purpose defence” to insider trading

In Securities and Futures Commission v Yiu Hoi Ying Charles and Others, the Court of Final Appeal (CFA) curtailed the ambit of the “innocent purpose defence” to insider dealing under s.271(3) of the Securities and Futures…more

Hong Kong, Insider Trading, Securities and Futures Ordinance (SFO)

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Employment Issues For Multinationals: What To Expect In 2015

In this issue: Asia, China, Hong Kong, Japan, Europe, Belgium, Czech Republic, France, Germany, Italy, Netherlands, Poland, Slovak Republic, Spain, UK, Middle East, Qatar, North America, U.S. An excerpt from China:…more

China, EU, Foreign Workers, France, Germany

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LIBOR transition and loan hedging: basis risk and how to deal with it

Global LIBOR transition efforts continue apace. However, switching hedged loans to risk free rates is a particularly challenging area. We discuss what borrowers, lenders and hedge providers really need to focus on in order to…more

Borrowers, Inter-Bank Offered Rates (IBORs), ISDA, Lenders, Libor

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Italian 2024 budget law - Allen & Overy

The Budget Law extends the applicability of the Italian participation exemption regime (Italian PEX) to companies and trade entities which are resident in an EU or EEA member State (that allows an adequate exchange of…more

Budgets, Capital Gains, Corporate Governance, Corporate Taxes, EU

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Covid-19 coronavirus: temporary changes to Australia's foreign investment laws

Australia has introduced significant temporary changes to the notification requirements under the Foreign Acquisitions and Takeovers Act (FATA) administered by the Foreign Investment Review Board (FIRB)…more

Australia, Coronavirus/COVID-19, Foreign Acquisitions, Foreign Investment

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Expect Higher Tariffs on Some U.S. Imports of Solar Cells and Modules From Southeast Asia by Mid-2024

On August 18, 2023, the U.S. Department of Commerce (Commerce) issued final determinations in its circumvention inquiries regarding the import of certain solar cells and modules from Cambodia, Malaysia, Thailand and Vietnam…more

Cambodia, Certifications, China, Imports, International Trade

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Employee risk considerations for private capital investors

Employee activism is increasingly becoming a focal point within the private equity sector, as employees leverage their voice to influence company policies and practices. This shift towards a more vocal workforce has prompted…more

Competition, Diversity and Inclusion Standards (D&I), Employees, Employment Contract, EU

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European financial sponsors seek value through complexity

Europe’s exposure to the war in Ukraine has hit its syndicated debt markets hard. The flow of funds will return – but in the meantime sponsors are pursuing ever-more complex deals to create value…more

Acquisitions, EU, Mergers, Private Equity

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OFAC Expands List of Persons Subject to Sanctions Under Ukraine-/Russia-Related Sanctions Authorities

On September 1, 2016, the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury (Treasury) designated 37 new individuals and entities as Specially Designated Nationals and Blocked Persons (SDNs) pursuant…more

Executive Orders, Office of Foreign Assets Control (OFAC), Sanctions, SDN List

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Zmiany w Kodeksie Spólek Handlowych w zakresie dematerializacji akcji prywatnych spólek akcyjnych

Dematerializacja akcji i rejestr akcjonariuszy - Od 1 stycznia 2021 dematerializacji ulegna wszystkie akcje (imienne i na okaziciela) w spólkach akcyjnych i komandytowo-akcyjnych. Z tym dniem, dokumenty akcji straca moc…more

Financial Instruments, Limited Partnerships, Shareholders

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Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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Court of Justice of the European Union says ad hoc submission to arbitration of dispute between EU Member State and EU investor under BIT is against EU law

On 26 October 2021, the Court of Justice of the European Union (the Court) delivered its judgment in Case C‑109/20, Republic of Poland v PL Holdings S.á r.l. (PL Holdings)…more

Arbitration, Arbitration Agreements, Corporate Counsel, EU, Investors

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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Sustainability linked lending in the leveraged finance market

Environmental, Social and Governance (ESG) matters have long been a talking point in the leveraged finance market, but the end of 2020 and the first few months of 2021 have seen deal flow take off for transactions addressing…more

Environmental Social & Governance (ESG), Leveraged Finance, Sustainability, UK

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FAQs: FCA “home visits”

In the context of reminding firms about its expectations for hybrid working models, the UK Financial Conduct Authority (FCA) reminded firms last year that it has the ability to visit “any location where work is performed […]…more

Financial Conduct Authority (FCA), Financial Services Industry, Remote Working, UK

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Covid–19 coronavirus update: global application of foreign investment control rules (UPDATED)

The table below sets out an overview, based on our current awareness of the position as regards foreign investment control, of the different approaches being taken by authorities around the world in response to the Covid-19…more

CFIUS, Coronavirus/COVID-19, Foreign Direct Investment, Foreign Investment, Investment Controls

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The SEC Adopts Amendments to Beneficial Ownership Reporting Requirements

A summary of changes to Schedule 13D/G reporting. On October 11, 2023, the U.S. Securities and Exchange Commission (the SEC) adopted its final rule (the Final Rule) amending certain beneficial ownership reporting requirements…more

Beneficial Owner, Derivatives, Filing Deadlines, Final Rules, Investors

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A freightful payment: FM clause required acceptance of non-contractual performance

The Court of Appeal held that an obligation to use “reasonable endeavours” to “overcome” a force majeure event required a party to accept payment in Euros, instead of the contractually agreed currency of U.S. Dollars. This…more

Contract Terms, Force Majeure Clause, Performance Standards, UK

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When reputation fails to bring it home for Crossfit

On appeal from the UKIPO, the Lord Chancellor’s Appointed Person Phillip Johnson has rejected a trade mark opposition brought by Crossfit against a new mark for health and fitness services. Despite the reputation of Crossfit’s…more

Intellectual Property Protection, Trademark Application, Trademarks, UK, UK Intellectual Property Office (UK IPO)

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Covid-19 coronavirus: how the APAC courts and arbitral institutions have adapted to the challenge

As Covid-19 coronavirus continues to spread across the globe, the various forums for dispute resolution worldwide find themselves presented with novel challenges, in particular relating to issues around physical attendance at…more

Arbitration, Coronavirus/COVID-19, Dispute Resolution

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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Claim against parent company in tort for inducing breach of contract by subsidiary has no real prospect of success

A claim for inducing breach of contract had no real prospect of success, despite the fact that a subsidiary’s breach of contract was the known and inevitable result of its parent company’s decision to form a joint venture. The…more

Breach of Contract, Parent Corporation, Service Agreements, Subsidiaries

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Covid-19 coronavirus: temporary changes to Australia's foreign investment laws

Australia has introduced significant temporary changes to the notification requirements under the Foreign Acquisitions and Takeovers Act (FATA) administered by the Foreign Investment Review Board (FIRB)…more

Australia, Coronavirus/COVID-19, Foreign Acquisitions, Foreign Investment

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Diamond Sports Group swings for the fences (and strikes out)

During a U.S. bankruptcy case, can a debtor pay something less than the full contract rate provided for in a contract entered into prior to the bankruptcy while still requiring the counterparty to fully perform its obligations…more

Bankruptcy Code, Bankruptcy Court, Breach of Contract, Chapter 11, Debtors

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Will Unshell be washed away? An uncertain future for ATAD 3 - the EU’s tax proposal on shell entities

The European Commission put forward a proposal in 2021 to tackle shell entities (known as ATAD 3). Despite widespread support for the concept, reaching agreement on the technical details of the Unshell Directive has proved…more

Anti Tax Avoidance Directive (ATAD), EU, European Commission, International Tax Issues, Shell Corporations

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Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

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Pensions: what's new this week - 25 March 2024

Welcome to your weekly update from the Allen & Overy Pensions team, covering all the latest legal and regulatory developments in the world of workplace pensions. This week we cover the following topics: TPR action and…more

Defined Benefit Plans, Defined Contribution Plans, Employee Benefits, Pension Schemes, Pensions

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HM Treasury and PRA launch consultations on reforms to ring-fencing regime

On 28 September, HM Treasury (the Treasury) and the Prudential Regulation Authority (PRA) published consultation papers on the proposed near-term reforms to ring-fencing measures... The Treasury also published its response to…more

Banks, HM Treasury, Legislative Agendas, Proposed Regulation, Prudential Regulation Authority (PRA)

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Slovak FDI regime: what does it mean for your M&A and banking deals?

The Slovak FDI regime applies from 1 March 2023. What are the first impressions? The FDI Act dramatically expands the powers of certain Slovak authorities to scrutinise investments from the perspective of national security…more

Acquisitions, Banking Sector, Banks, EU, FDI Act

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OJK Clarifies Guidelines for Share Buybacks By Publicly Listed Companies Amid Volatile Covid-19 Coronavirus Market Conditions

Like in many other jurisdictions, panic selling amid the Covid-19 coronavirus outbreak has caused significant price fluctuations for securities listed on the Indonesian Stock Exchange (IDX)…more

Coronavirus/COVID-19, Infectious Diseases, Share Buybacks, Shareholders

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An examination of global class action regimes after Godfrey

On September 20, 2019, the Supreme Court of Canada (“SCC”) issued a landmark antitrust class action decision in Pioneer Corp. v Godfrey which clarified several procedural questions relating to class actions. Notably, the…more

Antitrust Litigation, Antitrust Provisions, Antitrust Violations, Class Action, Competition

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Regulatory monitoring - March 2024

1. Bank regulation- 1.1 Prudential regulation- (a) General- (i) International- BCBS: Basel III monitoring report- Status: Final- BCBS has published its latest monitoring report setting out the impact of the Basel III…more

Banking Sector, Financial Institutions, Financial Regulatory Reform, Financial Services Industry, Investment

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Pharmaceutical Antitrust

Our Hamburg-based German antitrust team has contributed a chapter on Germany to Lexology Get The Deal Through’s global report on Pharmaceutical Antitrust. In their contribution, they provide guidance on the regulatory…more

Acquisitions, Antitrust Provisions, Antitrust Violations, Competition, Germany

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WIBOR replacement

WIBOR is coming to an end. As we reported in our first WIBOR replacement newsletter, work on replacing WIBOR with an alternative benchmark started earlier this year. On 28 September 2022 the national working group for the…more

Banking Sector, Banks, Financial Institutions, ISDA, Poland

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Are you allowed to bypass a mandatory ADR clause?

The High Court has allowed litigation to proceed even though it was in breach of a mandatory alternative dispute resolution clause in a contract. Lancashire County Council contracted with Equans to build and maintain school…more

Dispute Resolution, Exclusionary Clauses, Good Faith, UK

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Equity Capital Markets in 2023: A year to be flexible, ready and creative

In 2022, Allen & Overy’s Equity Capital Markets practice was again involved in many high profile and significant ECM transactions around the world. Our standing in the market, and our role in the successes of our clients, makes…more

Capital Markets, Capital Raising, Initial Public Offering (IPO)

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APRA Consults On Margin Requirements And Other Risk Mitigation Standards For Non-Centrally Cleared OTC Derivatives

On 25 February 2016, the Australian Prudential Regulation Authority (APRA) published a discussion paper and a draft prudential standard setting out APRA’s proposals for implementing margin requirements and other risk mitigation…more

Australia, Derivatives, IOSCO, Margin Requirements, Over The Counter Derivatives (OTC)

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FTC announces increase in HSR filing thresholds and increase to HSR premerger filing fees

The FTC revises the jurisdictional and filing fee thresholds annually based on the change in gross national product. The FTC also revises filing fees annually based on changes to the consumer price index under Division GG of the…more

Acquisitions, Antitrust Division, Antitrust Provisions, Department of Justice (DOJ), Federal Trade Commission (FTC)

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Cryptocurrency and the value of trade marks

Wirex, a leading cryptocurrency company, has succeeded in its trade mark infringement claim in the Intellectual Property Enterprise Court in London in respect of its CRYPTOBACK mark – used in relation to a credit card reward…more

Cryptocurrency, Digital Currency, Popular, Trademark Infringement, Trademarks

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Approval of the Executive Regulations to the Egyptian Competition Law

The Cabinet of Ministers in Egypt has recently approved the Executive Regulations accompanying the newly revised Egyptian Competition Law. This endorsement represents a pivotal phase in the legislative evolution that…more

Acquisitions, Competition, Corporate Governance, Egypt, Filing Deadlines

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The new space race: Managing disputes risks in a lawless and limitless environment

The dynamics of the new space race significantly increase disputes risks as space becomes more congested and the competition to get ahead intensifies. Until recently, the thought of humans reaching outer space as tourists in…more

Aerospace, Competition, Innovation, Outer Space, Public Private Partnerships (P3s)

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The Netherlands, European Union and China all make their next moves in the game to control semiconductor supply chains

Following negotiations with the United States, the Netherlands in January 2023 agreed to impose controls on the export of certain semiconductors and related products to China…more

China, EU, European Commission, Export Controls, Exports

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Equity Capital Markets in 2023: A year to be flexible, ready and creative

In 2022, Allen & Overy’s Equity Capital Markets practice was again involved in many high profile and significant ECM transactions around the world. Our standing in the market, and our role in the successes of our clients, makes…more

Capital Markets, Capital Raising, Initial Public Offering (IPO)

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The Supreme Court of Thailand issues judgement endorsing the use of SIAC Expedited Procedure

The Supreme Court of Thailand has burnished its pro-arbitration credentials in a recent decision that recognises the primacy of the SIAC Expedited Procedure and promotes certainty for parties involved in Thailand-related SIAC…more

Arbitration, Arbitration Awards, International Arbitration, SAIC, Thailand

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From Absolute Immunity to Restrictive Immunity - The implication of the Foreign State Immunity Law on cross-border disputes in the PRC and Hong Kong

The long-standing practice to adopt the principle of absolute foreign state immunity by the People’s Republic of China (the PRC) and Hong Kong is coming to an end as the PRC’s Foreign State Immunity Law (the FSIL) is coming into…more

Arbitration, China, Cross-Border, Foreign Sovereign Immunities Act of 1976 (FSIA), Hong Kong

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How has GDPR influenced the evolution of data protection in APAC?

International data protection law has taken a lead from the lessons learned in Europe since the introduction of GDPR. What influence have they had in APAC?…more

Cybersecurity, Data Breach, Data Collection, Data Privacy, Data Protection

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

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Federal Banking Regulators Issue Joint Statement on Crypto-Asset Risks to Banking Organizations

On January 3, 2023, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency (together, the “federal banking regulators”) issued a joint…more

Banking Regulators, Banking Sector, Cryptoassets, FDIC

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Resurging opportunity for Sustainability-linked Loans in Indonesia

In February 2023, the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA) re-issued the Sustainability-linked Loan (SLL) Principles and the SLL…more

Bank Loan Markets, Borrowers, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

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Closing the gap: the 2023 EU VAT Gap Report and beyond

The 2023 EU VAT Gap Report, recently published by the European Commission, demonstrates that the VAT gap narrowed again in 2021, continuing the trend that began in 2013. In this article, we look at factors that are helping to…more

Cross-Border, EU, European Commission, Registration Requirement, Taxation

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aosphere + regtech = a good match

Q&A with Head of Rulefinder Shareholding Disclosure (SD), Faye Sutherland. We ask Faye about the integration of aosphere legal content into automated compliance solutions and aosphere’s relationship with the regtech providers…more

Disclosure Requirements, Financial Institutions, RegTech, Shareholders

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Compensation claims under the GDPR unpicking the latest EU and English case law and looking ahead

The first week of May 2023 saw further EU case law emerge on the right to compensation under the GDPR, and in this blog we analyse the implications of these latest rulings and consider what may be coming next…more

Cybersecurity, Data Privacy, Data Protection, Data Security, EU

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The energy community tax credit – IRS provides investors with certainty

The Internal Revenue Service issued Notice 2023-29 (the “Guidance”), which provides helpful guidance for energy projects seeking to evaluate whether they qualify for enhanced tax incentives under the energy community (“EC”)…more

Energy Projects, EU, European Commission, Investment Tax Credits, Production Tax Credit

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Takeaways from Treasury's proposed regulations on U.S. tax credits for clean hydrogen production

The U.S. Treasury Department (Treasury) and the Internal Revenue Service (the IRS) issued proposed regulations on December 22, 2023, providing initial guidance on the clean hydrogen tax credit under section 45V (the 45V Credit)…more

Department of Energy (DOE), Energy Projects, Energy Sector, EU, Greenhouse Gas Emissions

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Supplemental Arrangement concerning mutual enforcement of Arbitral Awards between Hong Kong and the Mainland

On 27 November 2020, the Department of Justice of the HKSAR Government and the Supreme People’s Court of the People’s Republic of China (the PRC) signed the Supplemental Arrangement Concerning Mutual Enforcement of Arbitral…more

Arbitration, Arbitration Agreements, Arbitration Awards, International Arbitration

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Japan’s NEDO to unlock the Green Innovation Fund for hydrogen investors

Japan’s Green Innovation Fund has set up a 2 trillion yen (USD 18 billion equivalent) fund to support projects promoting decarbonisation. …more

Energy Projects, Energy Sector, Hydrogen Power, Investors, Japan

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Changes to Singapore selling restrictions for the wholesale debt market

The MAS issued a Notice on Business Conduct Requirements for Corporate Finance Advisers on 21 June 2023 that, among other things, imposes a requirement on relevant persons advising on corporate finance to apply enhanced due…more

Capital Markets, Corporate Finance, Debt Market, Due Diligence, EU

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Human Rights Committee rules in favour of Torres Strait Islanders in case on impacts of climate change

The U.N. Human Rights Committee ruled in a watershed case that Australia has failed adequately to protect indigenous Torres Strait Islanders from the adverse effects of climate change…more

Australia, Climate Change, Corporate Counsel, Human Rights, International Covenant on Civil and Political Rights (ICCPR)

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To err is human: no misrepresentation found for false information on performance

In SK Shipping v Capital VLCC, the Court of Appeal found that false information on vessel performance did not give rise to an actionable misrepresentation, since it was not in fact relied upon. The court also made interesting…more

Appeals, Misrepresentation, Negligent Misrepresentation, Shipping, Vessels

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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Generative AI hardware – the other arms race

Generative AI has captivated the world over the past year. But these transformative technologies would not be possible without the specialized hardware and infrastructure that enable the large language models underpinning…more

Artificial Intelligence, Hardware, Innovative Technology, Intellectual Property Protection, Machine Learning

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Plan for the worst, hope for the best: PRA policy on solvent exit planning for non-systemic banks and building societies

The PRA has published its final policy on the requirements for non-systemic UK banks and building societies to prepare for a solvent exit. The new rules require all firms in scope to prepare for an orderly solvent exit as part…more

Banking Sector, Banks, Financial Institutions, Financial Services Industry, New Rules

See all updates »

D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Is more regulation the best route to deliver Net Zero?

How to accelerate the transition to a sustainable economy is a hot regulatory topic for most major economies around the world – and is set to continue ascending the agenda in the years to come. As sustainability-related…more

Asia Pacific, Capital Markets, Carbon Capture and Sequestration, Climate Change, Corporate Governance

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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Allen & Overy and Standard Chartered launch guide to payment regulations in Asia

Allen & Overy and international banking group Standard Chartered have today launched the first Guide to Payment Regulations for corporates and fintech customers navigating the evolving payments landscape in eight key markets in…more

Asia, Banking Sector, Banks, Capital Markets, China

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ECJ’s “gun jumping” ruling reminds merging parties of the importance of EU merger control compliance

The European Court of Justice (ECJ) has (mostly) confirmed the European Commission (EC)’s decision to fine Altice for implementing a transaction prior to its notification and the EC’s merger control clearance…more

Antitrust Provisions, Competition, Corporate Counsel, Enforcement, EU

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Virtual APAC Corporate Academy Session 1 - Trends in private M&A

Every year, analysts at Allen & Overy review M&A data collected by the firm over the previous 12 months of deals. The analysts look for trends, year-on-year changes and differences in practice across the globe. Recently, we…more

Buyers, Escrow Accounts, Foreign Direct Investment, Sellers

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

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New rules for arbitration under Luxembourg law: A modern and flexible framework for dispute resolution

On 25 April 2023, the new Luxembourg framework for arbitration foreseen by the Law of 19 April 2023 modifying the New Civil Procedure Code and reforming the arbitration entered into force…more

Arbitration, Arbitration Agreements, Arbitration Awards, Dispute Resolution, International Arbitration

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

See all updates »

Consumer Duty - What does it mean for wholesale firms?

The FCA published its final rules on the Consumer Duty in a Policy Statement on 27 July 2022 (PS22/9) and firms now have until 31 July 2023 to fully implement such rules for new and existing products or services and until 31…more

Banking Sector, Financial Conduct Authority (FCA), Financial Services Industry, FSMA, UK

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The Financing for the Future Act: Reforms for German ECM transactions

The Financing for the Future Act came into force on 15 December 2023. The significant reforms to stock corporation and capital market law increase flexibility in German ECM transactions. Overview of the key changes - The…more

Capital Markets, EU, Financial Institutions, Germany, Initial Public Offering (IPO)

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Cryptocurrency treated as property

The High Court has granted a freezing order over GBP1.5million worth of Bitcoin and Ethereum cryptocurrency against a trading platform and its directors, in only the second known example of the court treating cryptocurrency as…more

Bitcoin, Cryptocurrency, Virtual Currency

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Revised disciplinary rules for auditors gazetted for the South African market

South Africa’s regulator for the auditing profession, the Independent Regulatory Board for Auditors (IRBA), has introduced revised disciplinary rules for registered auditors (the Revised Rules), aligning the rules and process to…more

Audits, Investigations, Search & Seizure, South Africa

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

OECD Pillars, the digital economy and minimum taxes

To date, 132 jurisdictions have committed to the OECD’s two-pillar plan to reform international tax rules, as set out in its statement of 1 July 2021. Although the genesis of the proposed reforms relates to the taxation of…more

Digital Services Tax, EU, International Tax Issues, OECD, Tax Planning

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

See all updates »

Our analysis on sustainability-linked loans in Turkey: the current state of play

As regulators, shareholders, investors and wider society increasingly focus their attention on Environmental, Social and Governance (ESG) matters, they have crept up the boardroom agenda of large Turkish companies and financial…more

Environmental Social & Governance (ESG), Financial Institutions, Loan Market Association, Sustainability, Sustainability-Linked Loans (SLLs)

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EU Foreign Subsidies Regulation increases M&A risk

The EU Foreign Subsidies Regulation (FSR) took effect in July 2023. It aims to regulate subsidies granted by non-EU countries to ensure that they do not distort competition in the EU internal market. For dealmakers, it is…more

Acquisitions, Antitrust Division, EU, Filing Requirements, Foreign Subsidiaries

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Private placements and other exempt offerings in Hong Kong: Overview

A Practice Note providing an overview of private placements and other securities offerings that are exempt from the prospectus registration requirements under the securities laws of Hong Kong. In Hong Kong, the most common…more

Disclosure Requirements, Hong Kong, Hong Kong Securities and Futures Commission (HKSFC), Hong Kong Stock Exchange, Listing Rules

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

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UK carbon border adjustment mechanism: shaping up ahead of 2027

In 2027, the UK will introduce a carbon border adjustment mechanism (CBAM) on imports of certain carbon intensive goods. The CBAM will impose a charge on the emissions embodied in relevant imports that take place on or after 1…more

Carbon Emissions, Environmental Policies, EU, HMRC, Imports

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The point of no return

“There are few, if any, words in the English language which, when viewed in splendid isolation, are capable of only one meaning. The word ‘return’ is not one of the few.” This was the challenge facing the Court of Appeal in a…more

Breach of Contract, Contract Interpretation, Contract Terms, UK

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U.S. sanctions impacting Lebanese businesses and individuals

On April 4, 2023 the United States imposed sanctions on two Lebanese businessmen, brothers Raymond Zina Rahme and Teddy Zina Rahme (the Rahme Brothers), and three of their owned companies, ZR Energy DMCC, ZR Group SAL Holding,…more

Economic Sanctions, Foreign Policy, Foreign Relations, Lebanon, Office of Foreign Assets Control (OFAC)

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UK Corporate Insolvency Reforms: What do I need to know?

The UK Government’s response issued on 26 August 2018 confirms that the UK corporate restructuring toolbox will change (and expand). Some of the proposed changes could be significant for borrowers, creditors and distressed…more

Commercial Bankruptcy, Corporate Restructuring, Creditors, Debt Restructuring, Insolvency

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New merger control in Vietnam

On 24 March 2020, the Government of Vietnam promulgated Decree No. 35/2020/ND-CP setting forth, among other things, the long-awaited notification thresholds of the new Vietnamese merger control regime set out in the 2018…more

Merger Controls, Mergers, Vietnam

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Covid-19 coronavirus: UK business loan package – are you eligible to participate?

The UK government has announced a number of measures designed to respond to the economic shock arising from Covid-19 coronavirus – these include providing businesses of all sizes with access to a £330 billion package of…more

Coronavirus/COVID-19, Infectious Diseases, Small Business Loans, UK

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Amount B or not to be? The OECD’s Pillar One Amount B report

The application of the arm's length principle (ALP) is not always easy or free from conflict between taxpayers and tax authorities and this is especially true for countries with low resources and limited reliable sources of…more

EU, Financial Transactions, International Tax Issues, OECD, Regulatory Requirements

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Market Check: Lessons from The Activision-Microsoft Merger

On February 29, 2024, the Delaware Court of Chancery issued an opinion on Sjunde AP-Fonden v. Activision Blizzard1 (“Opinion”) that called into question established market practices for mergers, including (i) the process for…more

Acquisitions, Buyers, Commercial Litigation, Corporate Counsel, Corporate Governance

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Legal hot takes – the ECB’s Digital Euro

The Digital Euro project is the European Central Bank’s (ECB) response to the changing landscape of consumer payments, driven by the rise of cryptocurrency, payment fintechs and electronic transactions. A Digital Euro would be a…more

Central Bank Digital Currency (CBDCs), Crypto Exchanges, Cryptoassets, Cryptocurrency, Digital Assets

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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First UPC Court of Appeal decision defines the time limit for filing a Preliminary objection or Statement of defence

On 16 October 2023, the UPC Court of Appeal issued its first ever decision and addressed two interesting procedural issues resulting from the situation where a Statement of claim is served without the documents it refers to…more

Amgen v Sanofi, Appeals, EU, Intellectual Property Litigation, Intellectual Property Protection

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Covid-19 coronavirus: virtual and e-signings under South African law

With the current Covid-19 lockdowns restricting the mobility of signatories on a global scale, virtual and e-signings are hot topics…more

Coronavirus/COVID-19, E-Signatures, Signatures, South Africa

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UAE looks to sustainable finance to boost transition

There is a growing awareness and demand in the UAE for sustainable investment opportunities. To meet this demand, Jodi Norman and Will Tunstall-Prince explain how recent reforms are now putting sustainable finance at the heart…more

Banks, Climate Action Plan, Energy Sector, Environmental Social & Governance (ESG), EU

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Customer Liability Under The Minimum Wage Act: Recommendations For Reducing Liability Risks

Since the start of the year, companies have been grappling with letters from their clients (customers), in which these customers are demanding compliance with the Minimum Wage Act (MiLoG), referencing their own potential…more

Employer Liability Issues, Germany, Labor Contractor, Minimum Wage, Staffing Agencies

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Multilateral task force seeks public input on approach to pharma mergers

Public input - As we wrote a couple of months ago, antitrust authorities of the US, Canada, UK, and EU formed, in March, an international working group: the Multilateral Pharmaceutical Merger Task Force (the Task Force). Task…more

Antitrust Provisions, Federal Trade Commission (FTC), Mergers, Pharmaceutical Industry

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The German StaRUG-Scheme: Act on the Stabilisation and Restructuring Framework for Businesses

A short bullet point summary of the new StaRUG-Scheme and a non-reliance translation of the draft bill for the StaRUG-Scheme from German into English based on the preliminary text of the new draft legislation. …more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, EU, Germany

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Achieving gender parity in the UKs top companies a mixed picture

The Government-backed FTSE Women Leaders Review has been released for the third year, with the results showing promising progression in the appointment of women to boards (with the 40% target for women on boards achieved in…more

Board of Directors, Corporate Governance, Diversity, FTSE, Gender Equity

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Directive (EU) 2020/1828: A new framework for EU class actions

For many years now, the EU has sought to create a collective redress mechanism across the EU market. Half of the EU member states have little or no such mechanism…more

Class Action, Collective Actions, Collective Redress, EU, EU Directive

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Russia-Ukraine conflict - Update on aviation insurance claims

As the Russia-Ukraine conflict continues, claims under aviation insurance policies have been a key focus, with a flurry of claims recently issued in the English, US, and Irish courts, and secondary market in the trading of…more

Aviation Industry, Insurance Claims, Insurance Industry, Policy Terms, Russia

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Economic measures in Spain against Covid-19 coronavirus: moratorium on mortgage payment and on duty to file for insolvency

Today it has been published in the Spanish Official Gazette (Boletín Oficial del Estado) Royal decree-law 8/2020, dated 17 March, on urgent and extraordinary measures to fight social and economic impact of Covid-19 coronavirus…more

Coronavirus/COVID-19, Financial Services Industry, Infectious Diseases, Mortgages, Spain

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Regulating AI: Businesses need to prepare for increasing risk of future disputes

With AI we face a combination of accelerating technological development and, depending on the jurisdiction, a greater or lesser degree of legislative intervention. Artificial intelligence burst into our collective…more

Advertising, Artificial Intelligence, Bots, China, Copyright

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Virgin Active, Hurricane Energy and the future of the cross-class cramdown

In this alert, we look at the recent Virgin Active and Hurricane Energy restructuring plans. Stakeholders should continue to see the restructuring plan as an important tool for the implementation of complex restructurings…more

Corporate Insolvency and Governance (CIG) Act 2020, Energy Sector, Insolvency, Restructuring, UK

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

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U.S. sanctions enforcement in the virtual currency space - USD 1 billion and counting...

Beginning in 2022, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) has increasingly focused its enforcement activity on entities operating in the virtual currency space, illustrating a trend that…more

Enforcement, Office of Foreign Assets Control (OFAC), Sanctions, Settlement Agreements, U.S. Treasury

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A new double tax treaty about to be concluded between France and Luxembourg

As recently announced, the French and Luxembourg governments are finalising a new double tax treaty between the two countries (the «DTT»). We outline below the key revisions and their potential impact. 1. Withholding tax…more

Dividends, Double Taxation, France, Holding Companies, Luxembourg

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The UPC Court of Appeal in action: Insights from the first hearing before the UPC Court of Appeal

Today marked a ‘historic moment’ for the UPC, as Klaus Gabrinsky, the President of the UPC Court of Appeal, noted in his opening remarks: the first UPC Court of Appeal hearing, on 18 December 2023 in Luxembourg. The case at…more

Appeals, Luxembourg, Patents, Pharmaceutical Patents, Pleadings

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Country and sustainability risk mitigation: a briefing for energy and mining investors

The transition of the global economy to align with the Paris Agreement aims and the UN Sustainable Development Goals is presenting many opportunities for energy and mining investors. However, it is occurring alongside a…more

Energy Projects, Energy Sector, Environmental Social & Governance (ESG), Foreign Investment, Investors

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

EU cracks down on the criminal enforcement of sanctions violations

With a ninth sanctions package against Russia in the making, the EU’s sustained response to the war in Ukraine has demonstrated that sanctions will remain at the forefront of EU policymaking. The array of sanctions adopted in…more

Criminal Liability, Criminal Prosecution, Economic Sanctions, EU, Sanction Violations

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Making a positive social impact

Around the world, in many different settings, A&O is drawing on all its resources – from financial to skills, time and expertise – to make a real difference in the lives of people. A&O’s new global charity partner, Women for…more

Diversity, Legal Advice, Mentors, Pro Bono, Professional Development

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The OPC and other privacy authorities release new resolutions on the privacy of employees and young people

The Office of the Privacy Commissioner of Canada (the OPC) published two new resolutions which aim to protect the privacy of employees and young people, on 6 October 2023. The resolutions follow concerns of privacy federal,…more

Artificial Intelligence, Canada, Data Protection, Employee Monitoring, Employee Privacy Rights

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When is the composition of a product on the market prior art?

G1/23 – EPO Enlarged Board of Appeals of the EPO “available” (referral from T 0438/19) - Under which circumstances can the public prior use of a product constitute prior art for novelty or inventive step[s], specifically if…more

European Patent Office, Intellectual Property Protection, Life Sciences, Patents, Pharmaceutical Industry

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EU Digital Markets Regulation Round-up - November 2023

We are delighted to present our view of the most important developments in EU digital market regulation. We present our perspective on those developments as a snapshot of the current state of regulatory progress, and it will…more

Artificial Intelligence, Cybersecurity, Data Privacy, Data Protection, EU

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Clarification changes to the August 2005 Luxembourg Act

Clarification changes in relation to the Luxembourg Act dated 5 August 2005 on financial collateral arrangements, as amended (the Luxembourg Collateral Act)…more

Collateral, Financial Services Industry, Luxembourg

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The tender principles for the development of the Belgian offshore Princess Elisabeth Zone

The Belgian subsidy regime in support of offshore wind developments is undergoing some important changes. Very recently, through Royal Decrees of 23 May and 26 May 2023 and an amendment of the Electricity Act soon to be…more

Belgium, Energy Policy, Energy Projects, Infrastructure, Offshore Wind

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Ex post review of non-notifiable M&A deals: The Belgian Competition Authority takes action in the wake of the Towercast judgment

On 22 March 2023, the Belgian Competition Authority (the BCA) announced that it had opened an ex officio investigation into an alleged abuse of dominance by Proximus, the incumbent Belgian telecom operator, in the context of its…more

Belgian Competition Authority, Belgium, Competition, Competition Authorities, Merger Controls

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Directors' Liabilities in Europe: a multi-jurisdiction survey on current set of rules and best practices

Directors’ duties and liabilities have always been at the forefront of corporate governance. It has become a hot topic in the wake of new regulations in the field of sustainability, which directly impact directors’…more

Best Practices, Board of Directors, Corporate Governance, Corporate Liability, Corporate Management

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Belgian investigations trends and developments in white collar crime

We continue to see increased investigation and prosecution of corruption, fraud, modern slavery and workplace misconduct, especially in the construction, transportation and financial sectors. Investigations are boosted by a…more

Belgium, Compliance, Construction Industry, Corporate Crimes, Corporate Misconduct

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Belgian investigations trends and developments in white collar crime

We continue to see increased investigation and prosecution of corruption, fraud, modern slavery and workplace misconduct, especially in the construction, transportation and financial sectors. Investigations are boosted by a…more

Belgium, Compliance, Construction Industry, Corporate Crimes, Corporate Misconduct

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Global antitrust enforcement report - March 2024

2023 saw another muted picture in terms of overall global fines for antitrust enforcement, with total penalties for the jurisdictions surveyed in our report down at USD2.9 billion, a moderate decrease from the 2022 totals…more

Acquisitions, Antitrust Provisions, Cartels, Competition, Competition Authorities

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Luxembourg Employment Law: Top 10 Topics for 2024

Please find below a concise summary of our top 10 topics to watch out for in 2024, with some practical tips and recommendations on how to prepare and respond effectively to these challenges and opportunities…more

Artificial Intelligence, Collective Bargaining, Corporate Culture, Employee Benefits, Employer Liability Issues

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Regulators and reforms: how Australia tackled white collar crime in 2023 and what to expect in 2024

Regulators and enforcement authorities in Australia intensified their efforts to curb white-collar crime in 2023. They targeted fraud, money laundering, tax evasion, cybercrime, and corruption across multiple industries,…more

ASIC, Australia, Bribery, Corporate Counsel, Corporate Crimes

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Income reduction for electricity producers: what’s new in Royal Decree-Law 23/2021?

On 26 October 2021, the Government has approved the Royal Decree-Law 23/2021 providing for new urgent measures in response to the on-going situation of high gas and electricity prices. …more

Electricity, Energy Sector, European Commission, Natural Gas

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Global M&A Insights: Deal-making predictions for 2024

Welcome to our year-end edition of M&A Insights, where we preview some of the themes we expect to shape deal-making over the next 12 months. Continued volatility in the debt markets has resulted in another subdued year for M&A,…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, EU

See all updates »

On the one-year anniversary of Ukraine invasion, Biden Administration imposes additional sanctions and export controls targeting Russia

On February 24, 2023, the one-year anniversary of Russia’s invasion of Ukraine, the United States, in coordination with its G7 partners and other allies, announced a series of additional sanctions and export controls targeting…more

Biden Administration, Bureau of Industry and Security (BIS), Economic Sanctions, Export Administration Regulations (EAR), Export Controls

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Compensation claims under the GDPR unpicking the latest EU and English case law and looking ahead

The first week of May 2023 saw further EU case law emerge on the right to compensation under the GDPR, and in this blog we analyse the implications of these latest rulings and consider what may be coming next…more

Cybersecurity, Data Privacy, Data Protection, Data Security, EU

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

FASTER: the European Commission’s proposal to improve withholding tax procedures

The European Commission has released its much anticipated proposal on streamlining withholding tax procedures. The proposal for a Directive on the “Faster and Safer Relief of Excess Withholding Taxes” (or the “FASTER” proposal)…more

Capital Requirements Regulation (CRR), Cross-Border Transactions, CSDR, EU, European Commission

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Luxembourg securitisation regime set for major boost

On 9 February 2022, the Luxembourg parliament adopted law no. 7825 (Law) amending, among others, the Luxembourg act dated 22 March 2004 on securitisation, as amended (Securitisation Act 2004) to Parliament…more

CSSF, Investors, Luxembourg, Securitization

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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2024: Regulation gets 'smart'?

In our annual financial services Horizon Scanning webinar, our regulatory team provided an overview of upcoming and expected changes for UK firms. Partners from our UK team considered regulatory updates on the horizon for…more

Banking Sector, Digital Assets, EMIR, Financial Institutions, Financial Regulatory Reform

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BankID – a fix to the Czech KYC misery

Since 1 January 2017, when the Act No. 186/2016 Coll., on Gambling (the Gambling Act) entered into force, foreign online gambling operators have been at a disadvantage in the methods of identity verification of their customers…more

Anti-Money Laundering, Banks, Czech Republic, Gambling

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Amended CRS Law

A new requirement to inform individuals of the exact personal data to be shared with the Administration des Contributions Directes. The Luxembourg law of 18 December 2015 on the automatic exchange of financial account…more

Common Reporting Standard (CRS), Cybersecurity, Data Protection, Data-Sharing, General Data Protection Regulation (GDPR)

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

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LIBOR transition and loan hedging: basis risk and how to deal with it

Global LIBOR transition efforts continue apace. However, switching hedged loans to risk free rates is a particularly challenging area. We discuss what borrowers, lenders and hedge providers really need to focus on in order to…more

Borrowers, Inter-Bank Offered Rates (IBORs), ISDA, Lenders, Libor

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UK Electricity Market Reform

On 16 October 2014, the first CfD allocation round commences, with the first CfDs being signed as early as January 2015, subject to any mid-allocation round appeals. The attached “Contracts for Difference – On the Launchpad”,…more

Capacity Market, Electricity, UK

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Economic Crime and Corporate Transparency Act 2023

The first set of company law changes implementing parts of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) are now in force. These changes include: - new rules for registered office addresses; - a…more

Corporate Governance, Corporate Transparency Act, Disclosure Requirements, EU, New Rules

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Japan’s shifting attitudes change M&A market dynamics

Driven by changing attitudes and economic priorities, Japan remains a powerful outbound investor and is becoming an increasingly popular destination for inbound transactions…more

Acquisitions, Investment, Investors, Japan, Mergers

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The sun never sets on English law governed debt: reviewing the Re Prosafe SE decision

The recent decision in Re Prosafe SE pits the principle of freedom of contract against the increasingly popular modified universalism in the cross-border restructuring and insolvency space. …more

Chapter 15, Commercial Bankruptcy, Cross-Border, Insolvency, UK

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Ultimate Beneficiary Owners (UBO) filings for PRC entities

On 27 December 2021, the State Administration on Market Regulation (SAMR) of the People’s Republic of China (PRC) and the People’s Bank of China (PBOC) jointly published a consultation draft of the Interim Measures on…more

China, Disclosure Requirements, Foreign Corporations, State Administration for Market Regulation (SAMR)

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China passes provisions to relax the cross-border data transfer regime

China has passed provisions which relax the current cross-border data transfer mechanisms. This comes as welcome news to the international business community, especially those with the need to export data from China in the…more

China, Cross-Border Transactions, Cybersecurity, Data Privacy, Data Protection

See all updates »

AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

See all updates »

Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

See all updates »

Luxembourg adopts insolvency reform: new restructuring options to complete the existing Luxembourg toolkit

The Luxembourg parliament has adopted an act on business continuity, restructuring and the modernisation of the bankruptcy regime (the Insolvency Modernisation Act or IMA)…more

Commercial Bankruptcy, EU, Insolvency, Luxembourg, Regulatory Requirements

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Distressed energy supply companies: further guidance for officeholders and stakeholders

Utility Point: the English High Court provides directions on key aspects of the supplier of last resort regime…more

Electricity, Energy Sector, Renewable Energy, UK

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Private capital's place in the Middle East energy transition

Ambitious plans for renewable energy projects will create long-term opportunities for private funds and sovereign investors in the region, say Ben Ward and Kamar Jaffer. They explore the trends in private markets and what they…more

Acquisitions, Capital Markets, Energy Projects, Energy Sector, EU

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No damages if proven breach is not an effective cause of loss: “bitter truth” for innocent parties

In determining whether a breach of contract operates as an effective cause of the loss claimed, the court must apply “common sense”. Although there is a “moral asymmetry” where one party is at fault and the other an innocent…more

Breach of Contract, Contract Terms, Damages, Non-Compete Agreements, Restrictive Covenants

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The Adler appeal: our key takeaways

The Adler appeal: Our key takeaways from the landmark Court of Appeal judgment setting aside the Adler restructuring plan, and what it means for future restructuring plans - The Court of Appeal has handed down its…more

Appeals, Companies Act, Corporate Governance, Corporate Restructuring, Creditors

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Third annual report on EU foreign investment reveals a significant increase in formal screenings

The European Commission (EC)’s third annual report on EU foreign direct investment (FDI) screening covers the operation of the screening mechanism in 2022. Together with a Commission Staff Working Document, it details statistics…more

Antitrust Provisions, Competition, EU, European Commission, European Court of Justice (ECJ)

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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The German StaRUG-Scheme: Act on the Stabilisation and Restructuring Framework for Businesses

A short bullet point summary of the new StaRUG-Scheme and a non-reliance translation of the draft bill for the StaRUG-Scheme from German into English based on the preliminary text of the new draft legislation. …more

Commercial Bankruptcy, Corporate Restructuring, Debt Restructuring, EU, Germany

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D&I in FS: how to get a head-start on the FCA and PRA proposals

This is the last post in our series on the UK Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) proposals to introduce a new regulatory framework on diversity and inclusion (D&I) in the financial…more

Banking Sector, Corporate Culture, Corporate Governance, Data Protection, Diversity

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Criteria published for registering as a bankruptcy expert in UAE

In a development which will be of interest to those in the restructuring community, the UAE’s Financial Reorganization Committee (the FRC) has codified, via an Approved Guide1, the steps that insolvency practitioners will need…more

Insolvency, Reorganizations, Restructuring, United Arab Emirates (UAE)

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SARS-CoV-2 Occupational Health and Safety Regulation: Mandatory testing offer

After weeks of tough wrangling, the Federal Cabinet has decided to oblige companies throughout Germany to offer coronavirus tests to their employees. This obligation will be included in the SARS-CoV-2 Occupational Health and…more

Coronavirus/COVID-19, Germany, Health and Safety, Infectious Diseases, Virus Testing

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The CFPB proposes federal supervision for Big Tech and other digital payment providers

In response to what it sees as the growing influence of ‘Big Tech’ and other large technology companies in consumer financial markets, the Consumer Financial Protection Bureau (CFPB) has introduced a proposed rule to establish…more

Big Tech, Consumer Financial Products, Consumer Financial Protection Bureau (CFPB), Digital Service Providers, Financial Markets

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Global business in a changing Europe - 2024

With Parliamentary elections and a series of national votes in 2024, the EU is entering a pivotal period in its history. In this study, ‘Global business in a changing Europe’, we speak to corporate leaders across the world to…more

Acquisitions, Artificial Intelligence, Asset Management, Capital Markets, Competition

See all updates »

Equity capital markets in 2022: Europe cools, the Middle East heats up. What next?

Allen & Overy’s ECM practice has been actively involved in a number of high profile and significant ECM transactions which have come to market in the first half of 2022, despite more challenging equity market conditions…more

Capital Markets, EMEA, Investors

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Equity Capital Markets in 2023: A year to be flexible, ready and creative

In 2022, Allen & Overy’s Equity Capital Markets practice was again involved in many high profile and significant ECM transactions around the world. Our standing in the market, and our role in the successes of our clients, makes…more

Capital Markets, Capital Raising, Initial Public Offering (IPO)

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The Virgin Active Restructuring: Cross-border Recognition

“Virgin Active is a global gym and leisure business with operations in England, Italy, Spain, Australia, Singapore, Thailand and South Africa. The group was significantly impacted by the Covid-19 pandemic and…amassed an…more

Bankruptcy Court, COMI, Commercial Bankruptcy, Cross-Border, Foreign Bankruptcies

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Out with the old, in with the new: amending contracts under English law

Have you amended a contract recently? Read on. You might have wanted to vary the terms of an existing contract. But a court will look at what parties have said and done to determine objectively what their intent was. If the new…more

Contract Amendments, Contract Drafting, Contract Terms, UK

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Global antitrust enforcement report - March 2024

2023 saw another muted picture in terms of overall global fines for antitrust enforcement, with total penalties for the jurisdictions surveyed in our report down at USD2.9 billion, a moderate decrease from the 2022 totals…more

Acquisitions, Antitrust Provisions, Cartels, Competition, Competition Authorities

See all updates »

The world needs different

Becoming a truly diverse and inclusive organisation remains a top priority, as A&O adds disability and social mobility to its focus…more

Business Strategies, Career Development, Disabilities, Diversity, Diversity and Inclusion Standards (D&I)

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Will sustainability reporting and disclosure requirements improve ESG and financial performance?

Sustainability reporting and disclosure can bring many benefits, including greater transparency and increased accountability. But unless coupled with, and closely tied to, the implementation of a clear business strategy for…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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[Webinar] Enforcement trends in the digital asset space - March 3rd, 12:00 pm - 1:30 pm EST

We are delighted to invite you to join our webinar taking place on Thursday, March 3 at 12:00 p.m.— 1:30 p.m. EST where we will be discussing the evolving U.S. enforcement priorities in the digital asset space. Our speakers will…more

Antitrust Violations, Asset Management, Digital Assets, Enforcement Priorities, Money Laundering

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Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

See all updates »

Embracing legal tech: A game-changer for IPO success

This tech-driven approach is not just an option; it's a necessity. Michael Bloch, Partner at A&O, explains, "IPOs are incredibly complex, but we are exploring ways to make them less painful for everyone involved through the…more

Acquisitions, Capital Markets, Corporate Governance, Disclosure Requirements, EU

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Renters (Reform) Bill

Following the Bill’s introduction to Parliament, there has been a focus on the abolition of Section 21 “no fault” evictions, but there are also other key changes to consider…more

Eviction, Landlords, Proposed Regulation, Regulatory Agenda, Regulatory Reform

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Pensions Academy, Spring 2023

We are delighted to announce that Pensions Academy is back for 2023. Over three days we will be holding a series of webinars on topical issues for pension schemes and the people that run them. You can register for any or all…more

Defined Benefit Plans, Employee Benefits, Pension Schemes, Pensions

See all updates »

The BCA takes action: first investigation under the abuse of economic dependence rules

The Belgian Competition Authority (the BCA) announced last week that it has initiated an ex officio investigation into a possible abuse of economic dependence in the agricultural sector, making this the BCA’s first formal probe…more

Antitrust Investigations, Belgium, Competition, Competition Authorities, Economic Sanctions

See all updates »

Seventy years of workplace progress with anti-discrimination measures

At the start of the Queen’s reign in 1953, workplace discrimination was commonplace and lawful. Today, the personal characteristics of workers such as sexual orientation, religion, gender and pregnancy have statutory protection…more

Anti-Discrimination Policies, Disability Discrimination, Employer Liability Issues, Employment Discrimination, Employment Litigation

See all updates »

Indonesia passes carbon tax bill as part of GHG regulation effort

There are two important legislative developments in Indonesia as the country attempts to meet its obligations under the Paris Agreement. Indonesia’s House of Representatives (Dewan Perwakilan Rakyat or DPR) has passed an omnibus…more

Carbon Emissions, Carbon Taxes, Climate Change, Greenhouse Gas Emissions, Indonesia

See all updates »

Multilaterals hold key to Net Zero transition in developing world

Development banks have crafted a range of innovative measures to support the decarbonisation of the global South – including taking over the running of coal-fired power plants…more

Clean Energy, Energy Sector, Net Zero, Power Plants, Renewable Energy

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AIFMD II: Unveiling the timeline for the new loan origination regime

The text of the Directive amending the Alternative Investment Fund Managers Directive (AIFMD) (AIFMD II) was published on 26 March 2024 and will enter into force on 15 April 2024. AIFMD II introduces, among other changes, new…more

AIF, AIFM, Alternative Investment Fund Managers Directive (AIFMD), EU, European Economic Area (EEA)

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Great Fund Insights: The European long-term investment fund (ELTIF) Review

This memorandum aims to provide a comprehensive overview of the current ELTIF regime (see section 2 below) as well as the most salient features of the new ELTIF regime (see section 3 below), including a table showing the changes…more

ELTIF, EU, Investment Funds, Investors, Long-Term Investment Funds

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Unilateral notice under an SPA not sufficient to stop limitation period expiring

A unilateral notice relating to a tax liability under a share sale and purchase agreement was not a valid notice within the relevant limitation period for a claim. The construction of a unilateral notice must be viewed…more

Limitation Periods, Share Purchase Agreements, Tax Liability, UK

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Chief Information Security Officers and cyber whistleblowing: considerations for PE firms

Managing these risks at a single company should be straightforward.  Executives and CISOs may be personally held accountable for cyber failings, negligence, breaches, and inadequate disclosure around cyber vulnerabilities and…more

Chief Information Security Officer (CISO), Corporate Governance, Cyber Insurance, Cybersecurity, D&O Insurance

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Emerging Asia powering ahead with decarbonisation agenda

Asia is at the forefront of the global challenge to balance economic development, climate adaptation and mitigation, and energy security. The region is diverse, dynamic and pragmatic, facing both the risks and opportunities of…more

Asia, Australia, Aviation Industry, Carbon Emissions, China

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What are the benefits of the planned modernisation of German Arbitration law for practitioners and users?

German arbitration law is to be reformed to current needs and thus intended to be made more attractive overall. To this end, the German Federal Ministry of Justice on 1 February 2024 published a draft bill for an act to…more

Arbitration, Arbitration Agreements, Arbitration Awards, Arbitrators, Dispute Resolution

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MAS finalises its policy position on the regulation of stablecoin-related activities

The MAS has finalised its regulatory approach for stablecoin-related activities. The finalised approach is substantially similar to what was originally set out in its consultation paper on the same issued on 26 October 2022…more

Cryptocurrency, Licenses, Monetary Authority of Singapore, Regulatory Agenda, Regulatory Requirements

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Representative Actions for Redress: A New Option Since 13 October 2023

The redress action allows consumer associations to collectively sue companies for performance claims of consumers. The law has entered into force on 13 October 2023…more

Class Action, Dispute Resolution, EU, Germany, Injunctions

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Nuclear energy: ambitious plans, complex challenges in the Netherlands and abroad

The Dutch government recently announced its intention to build four new nuclear power plants by 2040, as part of its strategy to achieve climate neutrality by 2050 and reduce its dependence on natural gas imports…more

Energy Projects, Energy Sector, Financing, Imports, Investment

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FERC Confirms that the Right to Appoint a Board Member Constitutes a Change in Control

On October 20, 2022, the Federal Energy Regulatory Commission (“FERC” or the “Commission”) issued two orders addressing the regulatory impact of the right to appoint a non-independent board member of a FERC-jurisdictional public…more

Energy Sector, Federal Power Act, FERC, Public Utility, Utilities Sector

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Global M&A Insights - Innovation thrives amid challenging conditions

As we look ahead to the second half of 2023, the outlook for M&A remains complex. In the six months to the end of June, global deal value stood at USD1.2 trillion, around one-third of last year’s annual total. …more

Antitrust Provisions, Cross-Border Transactions, Department of Justice (DOJ), EU, European Commission

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No "restitution voucher" to redeem for earlier overpayments

A party who had paid more than the value of the benefit under a contract that was later found to be void could not set off the overpayments against a claim for restitution for a later period where they failed to make payments…more

Construction Industry, Restitution, UK, Ultra Vires, Unjust Enrichment

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Luxembourg case law briefing – corporate law highlights - 2023 Edition

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for actors…more

Appeals, Business Formation, BVI Business Companies, Corporate Crimes, Corporate Dissolution

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How ESG, deferred prosecution and tax enforcement shape the French corporate crime landscape

Environmental, Social and Governance (ESG) litigation continues to be a hot topic, before both the French commercial and criminal courts. The number of French-style deferred prosecution agreements (Convention Judiciaire…more

Corporate Crimes, Corporate Governance, Criminal Convictions, Enforcement Actions, Environmental Social & Governance (ESG)

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

See all updates »

Term SOFR: six months on

In May 2022 we reported that where Term SOFR was being used widely in U.S. loans; its use in other markets was more limited. Six months on, how has the picture changed?…more

Alternative Reference Rates Committee (ARRC), Banking Sector, Benchmarks, Interest Rates, Libor

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SAFE Relaxes Repatriation Restrictions under Neibaowaidai Structure

On 26 January 2017, the State Administration of Foreign Exchange (SAFE) of China released a Circular on Further Advancing the Reform of Foreign Exchange Administration and Improving the Examination of Authenticity and Compliance…more

China, Foreign Debt, Loans, NDRC, SAFE

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Automated decision making is under scrutiny in the EU and how is it addressed in other jurisdictions

Alongside the recent CJEU judgment on automated decision making in Schufa (see the Allen & Overy blog ) there are a range of developments related to ADM in other jurisdictions. UK developments - The UK Parliament is…more

Australia, Automated Decision Systems (ADS), California, Court of Justice of the European Union (CJEU), Data Protection

See all updates »

European regulation provides a model for Net Zero real estate

Europe’s real estate decarbonisation rules are among the most stringent in the world. By focusing on efficiency – and allocating responsibility for funding upgrades – they offer an example to follow…more

Carbon Emissions, Energy Efficiency, EU, Net Zero

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Mixed picture: Germany clarifies its FDI regime in view of high-tech and further sensitive companies

On 1 May 2021, the latest amendment of the German Foreign Direct Investment (FDI) regime entered into force, following a decision of the German government as of 27 April 2021. …more

Acquisitions, Critical Infrastructure Sectors, Foreign Direct Investment, Foreign Investment, Germany

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UK FCA’s new package of sustainability disclosure requirements, labelling rules and anti-greenwashing rule

The Financial Conduct Authority’s (FCA) new package of sustainability disclosure requirements (SDR) and investment labelling rules is a key pillar of the UK government’s efforts to introduce an economy-wide SDR regime. All…more

Climate Change, Corporate Governance, Corporate Social Responsibility, Disclosure Requirements, Environmental Social & Governance (ESG)

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SCOTUS denies cert in skinny label appeal from the Federal Circuit

On May 15, 2023, the Supreme Court of the United States denied Teva Pharmaceuticals USA, Inc.’s (“Teva”) petition for certiorari in Teva Pharmaceuticals USA, Inc. v. GlaxoSmithKline, LLC, ending a nearly nine-year court battle…more

Appeals, Denial of Certiorari, Food and Drug Administration (FDA), GlaxoSmithKline, Healthcare

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Moving the Goalposts: Football Governance Bill introduces Independent Football Regulator to Parliament

As the UK Government seeks to put sustainability at the heart of the beautiful game, in this article we consider: The Bill’s introduction to Parliament represents the culmination of several years of UK Government activity…more

Acquisitions, Commercial Litigation, Corporate Governance, Football, Legislative Agendas

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Proposed Revisions to the Volcker Rule

On January 30, 2020, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Securities and Exchange Commission and the Commodity…more

Bank Holding Company Act, Banking Sector, CFTC, FDIC, Federal Reserve

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Low-carbon hydrogen projects – how do you get from concept to financial close?

As the appetite for giga-scale low-carbon hydrogen projects grows, major questions arise about what it takes to actually get these projects financed, built and into production at a speed and on a scale needed to meet Net Zero…more

COP, Energy Sector, Green Energy, Hydrocarbons, Hydrogen Power

See all updates »

To deliver change, regulation must respect the efficiency of the debt capital markets

Excessive rigidity has the potential to drive away issuers. Authorities focused on delivering Net Zero must therefore design rules with this in mind…more

Association of Southeast Asian Nations (ASEAN), Capital Markets, Debt Market, EU, Financial Conduct Authority (FCA)

See all updates »

Hong Kong SFC proposes changes to the Takeovers Code

The Hong Kong Securities and Futures Commission (the SFC) launched a consultation on proposed amendments to the Codes on Takeovers and Mergers and Share Buy‑backs (the Codes)…more

Acquisition Agreements, China, Consultation Papers, Corporate Sales Transactions, Hong Kong

See all updates »

Luxembourg tax administration issues guidance on the tax treatment and reporting obligations of reverse hybrid entities

On 9 June 2023, the Luxembourg tax administration (the LTA) issued circular L.I.R. n°168quater/1 (the Circular) providing long-awaited guidance on the application of article 168quater of the Luxembourg Income Tax Law (the LITL),…more

Business Entities, Corporate Taxes, Income Taxes, International Tax Issues, Luxembourg

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Virtual APAC Corporate Academy Session 1 - Trends in private M&A

Every year, analysts at Allen & Overy review M&A data collected by the firm over the previous 12 months of deals. The analysts look for trends, year-on-year changes and differences in practice across the globe. Recently, we…more

Buyers, Escrow Accounts, Foreign Direct Investment, Sellers

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UK carbon border adjustment mechanism: shaping up ahead of 2027

In 2027, the UK will introduce a carbon border adjustment mechanism (CBAM) on imports of certain carbon intensive goods. The CBAM will impose a charge on the emissions embodied in relevant imports that take place on or after 1…more

Carbon Emissions, Environmental Policies, EU, HMRC, Imports

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Resurging opportunity for Sustainability-linked Loans in Indonesia

In February 2023, the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA) re-issued the Sustainability-linked Loan (SLL) Principles and the SLL…more

Bank Loan Markets, Borrowers, Environmental Social & Governance (ESG), Financial Institutions, Financial Services Industry

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Decarbonising transportation requires collaboration and regulatory reform

Getting to Net Zero shipping and aviation is a complex challenge. However industry collaboration, innovation, new regulations and pressure from customers are helping to accelerate progress…more

Carbon Emissions, Climate Change, Net Zero, Shipping, Vessels

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SEC approves Spot Bitcoin ETP, opening new pathway to Bitcoin investment

In a milestone for the crypto industry, on January 10, 2024, the U.S. Securities and Exchange Commission (the “SEC”) approved the listing and trading of a number of spot bitcoin exchange-traded product (“ETP”) shares, including…more

Bitcoin, Crypto Exchanges, Investment, Investors, Popular

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Effective cause: a case of contract, commission and implied terms

In a case about the wording of an agency agreement between a finance company, EMFC, and a corporate property developer, TRG, I look at whether the agreement contained an implied term that EMFC was only entitled to commission if…more

Borrowers, Loans, Syndicated Loans, UK

See all updates »

Mining in Africa and its role in the global energy transition

The road to decarbonisation - From the copper belts of Zambia and the lithium and cobalt deposits in the Democratic Republic of the Congo (DRC) to the manganese mines in Gabon, the African continent holds much of the promise of…more

Africa, Batteries, Clean Energy, Electric Vehicles, Energy Sector

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Overcoming eDiscovery-Related Chat Data Challenges Part 5 review and disclosure

In this fifth and final post in our blog series addressing challenges related to the discovery of chat data, our eDiscovery experts continue providing practical advice for businesses when encountering chat data in…more

Antitrust Division, Artificial Intelligence, Bots, Data Collection, Databases

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Liability caps: a reminder for contract drafters

A liability clause operated as a single aggregate cap for all claims: Drax v Wipro. Wipro provided software services to Drax under a master services agreement. After a series of missed milestones, revised dates and delayed…more

Contract Terms, Limitation of Liability Clause, Master Service Agreement, UK

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Österreichische Post AG Another nail in the coffin of class actions under the GDPR

In finding that “mere upset” alone does not give rise to compensation under the GDPR, the Advocate General of the Court of Justice of the EU may have dealt another blow to those pursuing class actions under the GDPR…more

Class Action, Cybersecurity, Data Protection, General Data Protection Regulation (GDPR), Personal Data

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[Webinar] Exclusively Life Sciences Series - CREATES Act: What we've learned so far and recommendations for the industry - September 29th, 12:00 pm - 1:00 pm EST

In late 2019, Congress enacted the “CREATES Act”, which established a private right of action in which generic or biosimilar manufacturers may sue an innovator for an injunction and monetary award for not selling samples of an…more

Anticompetitive Behavior, Biosimilars, Continuing Legal Education, CREATE Act, Generic Drugs

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Updated transparency rules for EU clinical trials - the end of the deferral mechanism

Following a public consultation period this summer, the European Medicines Agency (EMA) published revised transparency rules (s. here) for the EU Clinical Trials Information System (CTIS) on 6 October 2023. The CTIS serves as…more

Clinical Trials, EU, EU Clinical Trials Regulation (CTR), Life Sciences, Pharmaceutical Industry

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Regulators and reforms: how Australia tackled white collar crime in 2023 and what to expect in 2024

Regulators and enforcement authorities in Australia intensified their efforts to curb white-collar crime in 2023. They targeted fraud, money laundering, tax evasion, cybercrime, and corruption across multiple industries,…more

ASIC, Australia, Bribery, Corporate Counsel, Corporate Crimes

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District court decision invalidating claims as inherently anticipated upheld by Federal Circuit

Procedural History - United Therapeutics Corporation v. Liquidia Technologies, Inc. is an appeal and cross appeal from a District of Delaware decision that found (1) claims 1, 4, and 6–8 of U.S. Patent 10,716,793 (“the ’793…more

Intellectual Property Protection, Patent Infringement, Patent Litigation, Pharmaceutical Industry, Pharmaceutical Patents

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OECD Pillars: Full steam ahead

2023 is set to be a year of change for the global tax landscape. After many years of negotiation, development and consultation, implementation of the OECD’s Pillar One and Pillar Two reforms to international taxation is now well…more

Corporate Taxes, International Tax Issues, OECD, Tax Rates, Tax Reform

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JD Supra Privacy Policy

Updated: Dec 28, 2021:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
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  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and companies and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
150 Harbor Drive, #2760
Sausalito, CA 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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