In Practice

UK equity capital markets: reforming the listing regime

In this In Practice article the authors summarise the key features of the proposed changes to the UK listing regime.

Pillar Two: the global minimum tax and its implications for financing transactions

The last few years have seen discussions at an inter-governmental level, led by the OECD, on how to amend the international tax system to deal with the changing business practices created by the digital economy. This includes an agreement to implement a global minimum corporate tax rate of 15% for large multi-national entities (MNEs). These discussions have now progressed to the stage where individual jurisdictions (including the UK) are beginning to introduce domestic legislation to implement the principles of the minimum tax, such that the theory is becoming reality. These rules will have implications for the assumptions being made by lenders as to the way borrowers under certain types of financing will be taxed. This article looks at some of these implications at the borrower level.

Sustainability-linked loans: what more do you need to know?

Sustainability-linked loans continue to be a hot topic in the banking and finance industry, having significantly gained in popularity over recent years. This popularity is partly driven by the increasing social and environmental commitments and sustainability-related disclosure obligations on banks and financial institutions. This In Practice article covers some of the key principles and new elements to be aware of in this form of financing, including the LMA guidance on the external review process.

Climate derivative actions: over before they began?

Earlier this year, environmental law charity ClientEarth announced the first UK climate-based shareholder derivative action, seeking to hold a board of directors accountable for alleged deficiencies in their emissions reduction strategy. The claim fell at the first hurdle, the High Court refusing it permission to proceed on the papers – albeit ClientEarth will now have a second bite at the cherry in an oral hearing. This In Practice article considers the lessons learnt for future climate-related claims and the potential impact for the financial services sector.

Buy-Now Pay-Later Regulation: what’s next for third-party lenders?

HM Treasury’s (HMT) latest consultation on the UK regulation of Buy-Now Pay-Later lending (BNPL) includes welcome clarification regarding the scope of regulation and the application of exemptions, plus proposed draft amendments to the existing legislation. We examine the ambit of future regulation, where further clarification is required and the likely impact on consumer experience.

Corporate climate-related disclosures: what’s next?

The authors look at the progress made to date by the UK government in implementing climate-related disclosure rules and consider the preparatory steps that organisations should take ahead of the inevitable introduction of additional disclosure requirements.

First Bankers Trust order against overseas cryptocurrency exchanges using new “gateway”

On 29 November 2022, Mr Justice Butcher handed down judgment in LMN v Bitflyer Holdings Inc. and others [2022] EWHC 2954 (Comm), which is the first successful Bankers Trust application against overseas cryptocurrency exchanges based on the new “disclosure gateway” for service out of the jurisdiction at CPR Practice Direction 6B §3.1(25).

BTI v Sequana: practical implications for directors trading in the zone of insolvency

In this article, the authors reflect on the recent Supreme Court judgment in BTI 2014 LLC v Sequana SA [2022] UKSC 112 and its practical implications for directors trading in the zone of insolvency.

The UK Financial Services and Markets Bill and UK Retained EU Law (Revocation and Reform) Bill: a comparison

Finding room for asset-backed financings alongside high yield and leveraged loan transactions

In the current environment of inflation and higher interest rates, securitisations may play an increasingly prominent role in offering access to cheaper and diversified funding. In this article, the authors explain why a corporate group may wish to consider exploring whether a securitisation would be available to it – and permitted under any existing high yield and/or leveraged loan documentation.