Bruce Jones

It's been another busy period in Guernsey for FinReg developments. Read our summary here. #financialservices #financialregulation #offshorelaw #guernsey

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When it comes to cross-border estate planning, the recent UK Budget did bring some clarification regarding the inheritance tax status of non-doms. This is likely to be welcomed by British ex-pats who have been living abroad for more than a decade but who have, until now, had to plan on the basis that their claim to non-domiciled status might be challenged by HMRC when they die. One new rule that is likely to be less welcome is the increased duration of spousal elections. Currently, where one spouse is UK domiciled and the other is non-UK domiciled, the spouse exemption is limited and lifetime and death transfers over the inheritance tax exempt amount (confirmed to remain at £325,000 until at least April 2028) are subject to inheritance tax unless the non-dom spouse elects to be treated as UK domiciled for inheritance tax. Once the election has been made, in order to lose that UK domiciled status, the non-dom spouse must be non-UK resident for four consecutive tax years. Labour have amended the timeframes applying to spousal exemptions so that, from 6 April 2025, where a surviving spouse elects to be treated as a “long-term resident” (a new concept, which has broadly replaced the concept of domicile for UK tax purposes) so that they can take advantage of the spouse exemption, that status will continue until they have been non-UK resident for 10 consecutive tax years. This could be a significant change for spouses with a mismatch in status but whether making an election will be the appropriate choice will depend on the particular circumstances of the couple. #domicile #deemeddomicile #domicileelection #iht #inheritancetax #crossborder #uhnw #internationaltax #tax #taxplanning

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A really useful note from my fellow Partner Nicola Pomfret, reflecting on the Autumn Budget and, in particular, the increased duration of spousal elections for UK IHT purposes. The new rules will likely be significant for spouses with a mismatch in domicile status (or, under the new rules, a mismatch in long-term resident status) - and will be relevant both to lifetime estate planning and in the context of cross-border probate advice. #deemeddomicle #domicileelection #iht #inheritancetax #crossborderprobate

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Some certainty at last for non-doms. Whilst the changes announced in today’s Budget will come as a blow to some, taking expert advice will allow clients to understand their planning options and decide on their next steps. If anyone would like to discuss the announcement and what it means for them/their clients, please do get in touch. #AutumnBudget2024 #NonDoms

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New London Secondary Listing Rules published Today, the FCA published final listing rules for, amongst other things, the new "International Commercial Companies Secondary Listing" category, which will come into force on 29 July 2024. Jamie Corner, Caroline Chambers and I explore the impact of these changes on international companies in this article: https://lnkd.in/dKBHvXun #UKListingRules #CapitalMarkets #Internationallisting

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Corporate finance advisers and boards of PLCs which are not "UK-listed" will be interested in this short post which explains some proposed changes to the Takeover Code which the Panel announced yesterday. In summary it seems likely that a company registered in the UK, the Channel Islands or the Isle of Man will only be subject to the Takeover Code if: 1. it is 'UK-listed'; or 2. it has been 'UK-listed' at any time during the preceding 3 years (reduced from the current 10 years).

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🤝 Acquisitive legal services group Lawfront has completed a deal for Manchester-headquartered law firm Slater Heelis. 👉 The acquisition is private equity-backed Lawfront’s eighth deal overall and third in the past 12 months. 👉 Neil Lloyd, Lawfront Chief Executive, commented: "The deal is further validation of our unique approach to the general legal services market: backing firms’ management teams, preserving their client facing brands, and most importantly, enhancing the prospects of their people.”   -- Link to the full story and quote to follow below 👇 -- Business Sale Report is your number one UK M&A marketplace. #legal #law #lawfirm #acquisition #bsr #deal

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Thames Water (TWUL) has revealed plans for a significant restructuring process, involving various steps such as obtaining creditor consent and engaging with regulators. Given the substantial debt size, numerous parties will be impacted by this development. Happy to chat to people needing advice on these developments. Key components of the Liquidity Extension Transaction (LET) include new funding of up to £3 billion, with an initial £1.5 billion tranche and the potential for an additional £1.5 billion. The transaction features a 2.5-year term with a 9.75% coupon rate, subject to a 3% OID, and an extension of maturities for Class A and Class B Debt by two years. The LET will be executed through an English law restructuring plan under Part 26A of the Companies Act 2006, to be proposed by Thames Water Utilities Holdings Limited ("TWUHL"), TWUL's parent company. Creditors have the opportunity to earn an early bird fee by signing a support agreement (TSA) before the deadline on 11 November. Additionally, TWUL will introduce 'STID Proposals' and a consent solicitation under its financing arrangements to facilitate the LET's implementation, including launching the Restructuring Plan and other related consents and waivers. These proposals aim to enhance liquidity by permitting the use of restricted cash in reserve and compensation accounts and waiving the need for interim financial statements for the period ending 30 September 2024. #thameswater #consentsolicitation #restructuring #water For further details, refer to the official announcement at the London Stock Exchange: [Liquidity Extension Update](https://lnkd.in/etwwYZsN)

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The Panel's first consultation in 2024 proposes a new jurisdictional framework which would narrow the scope of the companies which are subject to the UK Takeover Code. No more 'central management' test and a much reduced '10 year rule' are some of the proposed reforms that you can read about here... https://lnkd.in/ef5i-XBT

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FD I didn’t know that… Our Foreign Direct Investment (FDI) group have written the second article of a two-part series exploring the key areas of which investors, and those active in M&A, need to be aware. In this second article, we consider some of the more substantive aspects of assessing the need to make FDI filings as well as important issues around closing. Click below to read. https://lnkd.in/gBpJnicv

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What will the new UK prospectus regime look like? Do check out our excellent briefing below to find out!

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I have been hearing a lot about #proptech for a long time, but have not necessarily seen widespread adoption yet. However, I think sustainability initiatives and green building goals may accelerate the adoption of technology in real estate as it seems like smart buildings can have a big impact on energy efficiency, for example. I found this report, which my Clifford Chance Global Real Estate colleagues contributed to, very insightful on some of the barriers to use of technology in #realestate.

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White & Case is proud to rank Tier 1 for Corporate Restructuring & Insolvency in the 2025 edition of The Legal 500 UK. Well done to all involved! Read more about the ranking here: https://ow.ly/eGJV50TMwRL #whitecase #Legal500 #rankings

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How might greater regulatory scrutiny impact private equity firms in the UK? Cleary's Private Equity Wrap looks at how private equity firms may need to navigate a tighter credit environment. Read more here: https://ow.ly/xUW950TWzcZ #ClearyPEWrap #privateequity #regulation

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The Perils of the Film Scheme. Another failed tax case, but with a twist... The Eclipse Film Scheme was made famous, in part, due to the considerable reporting of who invested in it, which included Sir Alex Ferguson and Sven Goran Eriksson. In the legal world it was famous because it involved at least one legal challenge in the High Court, against HSBC. The decision has just been released. The basis of the scheme is set out in the article below and is similar to many other Film Finance schemes. The arrangements were intended to take advantage of tax breaks designed to encourage investment in the British film industry. If it worked, each investor would obtain significant tax relief until the year the relevant Eclipse Partnership stopped trading, allowing them to defer tax until that point. For the Eclipse Partnerships to work in deferring tax liability, it was essential that the Eclipse Partnerships were carrying on “trade”. In April 2007, HMRC decided the Eclipse Partnerships were not carrying on “trade”, meaning that the investors were not entitled to the tax relief. The Claimants' (investors in the Eclipse film finance scheme) claims against HSBC included that HSBC was liable as a joint tortfeasor (for assisting or facilitating Future Films to carry out deceitful conduct) or unlawful means conspirator due to representations made by Future Films. The Claimants' claim was ultimately unsuccessful because, in summary, HSBC were not dishonest, nor reckless or wilfully blind as to whether the implemented scheme reflected the basis on which the tax advice was given. In that regard, HSBC was entitled to rely on the position of Future Films and its lawyers. It was not required to make independent inquiries of its own (and in event were statute barred by the Limitation Act 1980). The interesting twist in the case, is that it often the case that the barristers opinion is usually at the heart of the criticism in these sorts of cases (Indeed, a tax opinion of Andrew Thornhill was the subject of its own case - https://lnkd.in/eik3hDsZ in the context of a tax scheme (he won)). However, in this instance, there was no criticism of the tax opinion. On the contrary, had it been followed, it seems that HMRC may have allowed the relief. Alas, I would not be writing this if that were the case... https://lnkd.in/ekwgFHJW

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In an interview with 20Minds, Cleary partners Michael Preston and Gareth Kristensen discuss what makes the UK an attractive destination for global AI investment. See it here: https://ow.ly/lo9050TPA2h #AI #UK #MandA #artificialintelligence

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For UK listed companies, the Financial Conduct Authority (FCA) has highlighted recent observations on market conduct topics and suggested proposed actions in Primary Market Bulletin 52. Here are the main topics covered: - **Identifying Inside Information:** Companies need to be alert to identifying inside information, including determining when information is of a "precise nature." Scenarios discussed include takeover offers, preparing periodic financial information, and CEO changes. The FCA emphasises the importance of assessing each case individually and provides relevant factors for consideration. - **Disseminating Information:** During shareholder calls and meetings, particularly with smaller shareholders and when using communication apps like Whatsapp, Telegram, or LinkedIn, companies must exercise caution to prevent the unlawful disclosure of inside information; and to avoid committing market manipulation by providing information that gives false or misleading signals on the supply, demand, or price of a security. - **Publishing Regulated Information:** Companies must publish any regulated information through a Regulatory Information Service (RIS) and should consider having contingency plans in place in case of disruptions to their regular RIS provider's services. It is essential to release regulated information through an RIS before disseminating it through other channels like a corporate website. For more details, you can refer to the Primary Market Bulletin 52 on the FCA website: [Link to FCA Bulletin](https://lnkd.in/eQ_ef5Pt) #listedcompanies #ecm #fca #corporategovernance

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Major proposals for the UK's #capitalmarkets 🚀 - The FCA's proposed changes to the Prospectus Rules include increasing the prospectus threshold from 20% to 75% - a change that would significantly reduce the cost and timeframe for companies to raise money on the London Stock Exchange. I have long argued that the current 20% limit is a serious impediment to companies choosing to list or dual list on the LSE's Main Market. This proposed change, which is at the upper end of my expectations, together with the changes to the Listing Rules that come into force today, will make the London markets much more attractive for overseas companies. More detail can be found in the FCA's consultation paper CP 24/12, which contains full details of this and the other proposals -https://lnkd.in/etqHtBqN The consultation period runs until 18 October 2024, with the final rules expected to be confirmed by the end of H1 2025, and introduced thereafter. The Bird & Bird London Capital Markets team can advise on what the proposed changes mean for you. LSEG (London Stock Exchange Group) #capitalmarkets #londonstockexchange #ipo

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