Tag results for 'Business Law International'
Case Comment: Quincecare Revisited – The Supreme Court Decision in Philipp v Barclays Bank UK PLC
In the recent case of Philipp v Barclays Bank UK PLC [2023] UKSC 25 in England, the Supreme Court confirmed that the Quincecare duty of care does not extend to circumstances where a customer gives explicit instructions to a bank to make a payment. This article considers the Philipp v Barclays Bank UK PLC case in more detail, revisiting the Quincecare duty of care owed by banks and the position at law going forward, including as a result of changes to laws and guidelines that have arisen in light of the facts in this case to address advance push payment fraud. It looks at key considerations for business customers and banks to ensure that they take proactive measures to align themselves with the evolving legal landscape.
Released on Jan 19, 2024
Data Protection and Privacy Class Action Lawsuits in the UK: the Damages Conundrum
The majority of class action lawsuits in privacy and data protection in the United Kingdom have not succeeded. This may appear surprising, given the breadth of data rights found in the UK GDPR, the Data Protection Act 2018 and the development of the tort of misuse of private information. This article reviews the cases to date, including the most recent attempt in Prismall v Google UK Limited [2023] EWHC 1169 (KB), and examines why class action lawsuits – generally referred to as ‘group litigation’ in England – have failed to provide results for individuals whose data and information have been misused or inadequately protected.
Released on Jan 19, 2024
Looking for Venture Debt? What to Expect
Venture debt is an attractive alternative for startups that need to raise funds to expand their growth. Moving away from venture capital and traditional loan lending, venture debt is composed of different terms and standard provisions that allow it to work in the venture ecosystem. So how do these terms work and what are the items that a loan agreement will include as standards of the industry? This article will first consider structural terms, without which a venture debt agreement would not exist. These are the parties involved (lender and borrower), the amount lent (which varies depending on the lender), the term of the loan (usually 36 to 48 months) and the interest rate (which is both a structural term and a pricing term). Secondly, the article looks at pricing terms, which include all elements of payment from the company to the venture lender. These include interest rates, additional fees such as commitment fees, prepayment fees and other kinds of fees, collateral (mainly intellectual property and/or an all-asset lien) and warrants (an equity interest on the company). Finally, the article looks at legal terms, which include additional obligations and provisions to avoid or engage the borrower in actions that benefit the loan. These include standard provisions such as closing conditions, representations and warranties, and covenants (either positive, negative and, less commonly, financial covenants), as well as other provisions, such as the material adverse change (MAC) clause, the investor abandonment clause and the event of default provision. These terms are particularly a matter of negotiation in a venture debt deal, and in any case each agreement will find a balance for the lender and borrower for venture debt to work in the specific context.
Released on Jan 19, 2024
Demystifying Protectionist Regimes in the Age of Globalisation: A Brief Comparative Analysis of the Indian and Other FDI Screening Regimes
The world is experiencing the effects of increased globalisation at a transcendental speed. One of the key factors behind such globalisation is foreign direct investment (FDI). FDIs often outperform government aids and portfolio investments, as one of the largest sources of non-debt external financing. In addition to the direct benefit of capital inflows that FDIs bring, certain indirect benefits follow suit. Access to diversified international markets, an increase in domestic supply chains, reforms in domestic laws and regulation to keep pace with modernisation are key indirect benefits, which have made FDIs an attractive option for domestic markets. However, while modern governments are well informed about the lucrativeness of FDIs coming from resource-rich destinations, many countries have begun to implement rigid screening mechanisms before permitting FDI inflows. The rise of opportunistic takeovers and foreign investments made with undesirable motives has propelled an increase in FDI screening mechanisms across countries. The first part of this article aims to understand the general rise of protectionism in the formulation of FDI policies and the impact of the Covid-19 pandemic on the same. The second part involves an analysis of Indian FDI regimes with a protectionist character. Finally, in the third part, the authors compare the Indian FDI regime with other FDI regimes around the world, to identify protectionism in FDI laws.
Released on Jan 19, 2024
Gender Balance Quotas – the Key to Gender Equality?
Gender equality in boardrooms is losing momentum. Some countries have already made efforts to compensate for the underrepresentation of women on boards through legislative action – an approach that is now also being pursued by the European Union with the adoption of the so-called ‘Women on Boards’ Directive (EU) 2022/2381. This article provides an overview of the regulations passed and sheds light on their background. It also compares the different national approaches to improving female representation on boards and their effectiveness, focusing on the goal of promoting long-term change in gender diversity.
Released on Jan 19, 2024
The Impact of ESG Considerations on Private Equity and Venture Capital Transactions: the Western Scenario
At a global level, environmental, social and governance (ESG) considerations continue to have increasing relevance in M&A transactions. Undoubtedly, ESG factors have become key drivers in private equity (PE) and venture capital (VC) deals because a target’s strong ESG performance can increase its long-term value. On the other hand, a target’s poor ESG performance can create reputational and financial risks for the buyer. Because of this, it is crucial for PE and VC funds to assess ESG factors and the target’s alignment with them. With its Action Plan on sustainable finance, the European Commission has been a first mover, imposing a series of obligations and standards that have a direct impact on the European capital market, but also indirectly on markets in non-EU countries such as the UK and the US. When PE and VC funds operate in the European market and elsewhere they must now meet strong sustainability standards and expectations to attract capital and raise funds from investors in the Western Hemisphere. Obviously, in the global PE and VC markets, EU PE and VC funds are more affected than non-EU funds; however, beyond regulatory obligations, the impact of ESG factors and risks on mainly PE transactions can be attested. With regard to VC deals, the impact of ESG risks and factors is currently variable depending mainly on the size of the deal and the sector of the target. Best practice in PE transactions isn’t reflected as frequently in VC transactions with the exception of scale-up rounds where the size of the target and the size of the investments (including A rounds) increasingly require an ESG-oriented approach. Given the relevance of EU regulation and the scope of its application, this analysis is based on the European perspective; however, it is also applicable to non-European funds, which often market their funds into the EU, for example US and UK funds, and is often used as the reference framework of a market standard that is being created in the PE and VC industry. Considering the wide range of implications of ESG factors in PE and VC transactions, this legal analysis is focused only on non-listed companies.
Released on Jan 19, 2024
Business Law International (BLI) – January 2024
Released on Jan 18, 2024
Business Law International (BLI) – September 2023
Released on Sep 25, 2023
Case Comment: The Latest on Covid-19 Non-damage Business Interruption Claims in the UK: Stonegate v MS Amlin, Greggs Plc v Zurich and Various Eateries v Allianz
The government-imposed lockdowns and restrictions necessitated by the Covid-19 pandemic, together with the changes in consumer behaviour that the virus triggered, had a radical impact on the turnover of many businesses. Those businesses often looked to their business interruption insurance to recoup their losses. In relation to such insurance claims, the United Kingdom regulator, the Financial Conduct Authority (FCA), in cooperation with leading insurers, launched a test case with a view to resolving some of the fundamental coverage issues arising on a selection of common market wordings. The decision in the FCA test case of course left several issues unanswered, particularly in relation to the assessment of quantum. Three recent cases have attempted to address these issues. They were brought by Stonegate (a pub chain), Greggs (a bakery chain) and Various Eateries (a group of restaurants).
Released on May 25, 2023
How is the World Shaping the Financial Innovation Industry?
In recent years, financial technology (Fintech) has expanded worldwide, forcing traditional institutions to adapt to this innovative means of doing financial business. Around the globe, the legal response to this new trend has been diverse, although we can still trace certain similarities. In this context, the Banking Law Committee of the International Bar Association has conducted an investigation project to observe the regulatory and legal responses to Fintech and their impact. For this purpose, we have worked with different law firms from 39 countries. This article summarises the findings of this project.
Released on May 25, 2023
The Pandemic’s Impact on Legal Work: A Comparative Analysis of Legal Frameworks, Practical Impacts and Innovation
As the Covid-19 pandemic continues to have an impact on our economy and social structures, it comes as no surprise that the way people work – and the digital tools used – differ substantially from our experience of pre-pandemic work. Across the globe, organisations are extending a suite of remote work options, including full-time remote work, hybrid remote work and flexible personalised plans. The legal profession is no exception to this trend, and in facilitating the shift, a variety of digital tools and services have been implemented to optimise the experience of remote legal work. These tools and services include virtual meeting platforms, digital hearing and filing platforms for courts, e-signatures, digital document review and e-discovery. The international uptake of digital tools and services in legal work signals a shift towards a new ‘normal’ in the profession. While being a lawyer was once synonymous with paper stacks and extensive physical libraries, digital tools and services have made the same world available through one’s laptop. The sustainability of the shift and our new ‘normal’ is also due in part to legislative reforms during the height of the pandemic that enabled an increased use of digital tools and services, and which in some cases continue to be in effect today. This article will examine how several jurisdictions, namely Australia, Belgium, India, Italy, Sweden and the United Kingdom, adapted their legislative frameworks to facilitate remote work, the impact of remote work on the legal profession, the various innovations adopted in the context of the pandemic and whether such innovations and associated changes were maintained after the lifting of associated restrictions.
Released on May 25, 2023
Blockchain and Private International Law: Implications for Crypto, Payment Systems, Digital Wallets and Jurisdictional Concerns
In recent years, the financial growth of the digital economy and the influence of its associated assets and organisations has led to a concern over the legal mechanisms governing market interactions on blockchain systems. More critically, the question of ‘which law, which court’ is one that the Law Commission of England and Wales has posed in relation to considering the dilemma of which laws will govern a tech-related dispute. This conflict of laws issue is exacerbated in the world of decentralised finance, given the inherently borderless nature of blockchain transactions, which can lack the necessary legal safeguards. The article frames this issue in the context of payment systems, decentralised autonomous organisations and digital wallets. The potential displacement of central counterparties that decentralised finance proposes, alongside a wealth of efficiency and security benefits, must be assessed against the backdrop of cryptocurrency related fraud, cybersecurity concerns and the revolutionary nature of contracting between parties on decentralised platforms. The article aims to show that the aggregate gain of this financial revolution must be approached with legal caution, given that principles of private international law, company law and contract law may not adequately remedy (in one form or another) the range of legal concerns regarding the resolution of blockchain-related disputes. As the article will highlight and argue, the implementation of an international framework to homogenise jurisdictional variations requires rectifying a range of underlying legal ambiguities and speculations to unify a currently fragmented framework of regulation(s).
Released on May 25, 2023
Business Law International (BLI) – May 2023
Released on May 25, 2023
Business Law International (BLI) – January 2023
Released on Jan 18, 2023
Business Law International (BLI) – September 2022
Released on Sep 23, 2022
Book Review: Thriving in a Multi-Generational Law Firm
Released on Jun 1, 2022
Canadian Civil Tax Disputes: Taxpayer Opportunities to Resolve Tax Issues
Civil tax disputes are primarily all about money. Occasionally, a Canadian Charter of Rights and Freedoms issue finds its way into the process of challenging the government’s taxpayer assessment, but it is not common. From the government’s perspective, a civil tax dispute generally involves a principled approach, applying both the language of the taxing statute and the relevant common law. More often than not, while a taxpayer seeks to comply with the law, the primary concern is how much will it cost; ‘What do I have to pay in tax, if anything?’ This dynamic sets the stage for the majority of civil tax disputes. No one needs to be told that challenging a tax dispute is an expensive, time-consuming and not entirely efficient process. In Canada, there are a few ways to resolve a tax dispute. This article provides the reader with an overview of the options to resolve Canadian tax disputes.
Released on Jun 1, 2022
Business Law International (BLI) – May 2022
Released on Jun 1, 2022