Celine Buttanshaw (Chan)

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

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I found the Q&As covering the upcoming UK merger control reforms along with the one-page handout setting out key facts and figures particularly helpful #DMCCBill #DMCCAct #digitalmarkets #ukmergercontrol #competitionlaw #AddleshawGoddard

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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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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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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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Exciting news for us capital markets lawyers this morning. The FCA has published its new UK Listing Rules (UKLR) this morning, which will come into force on Monday 29 July 2024 when the current Listing Rules (LR) will cease to have effect. The aim was to create a simpler, more disclosure-based listing regime with a single commercial companies category, and to help boost UK growth and competitiveness by making the UK regime more attractive to a wider range of companies, so they list and grow here. The UKLR deliver on that aim - the rules are simpler, and they remove many of the perceived barriers, including removing the need for a shareholder vote and an FCA approved circular for some of the more significant transactions, instead moving to an enhanced market notification regime - but time will tell whether the UKLR will in turn boost UK growth and competitiveness. I'll be sharing a deep dive into the UKLR in due course, but meantime to first pack for a summer holiday (and with my plane reading sorted)! #CMSCorporate #ECM #newera

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Financial Markets and Funds Partner Nathaniel Lalone recently spoke with Futures & Options World about the FCA's latest consultation on the derivatives trading obligation (DTO) and post-trade risk reduction (PTRR) services. This consultation shows the FCA’s intention to update the list of derivatives under the DTO to include certain Secured Overnight Financing Rate (SOFR) swaps and to expand the scope of PTRR services beyond portfolio compression. 💬 Calling it a positive development, Nate stated, “The FCA’s proposals would allow the market to solve for three types of non-market risk rather than just one. When you can solve for credit risk mitigation and better align payment flows and trigger dates, you’re expanding the types of risks that are being managed, which is only good for financial stability." Read more: https://bit.ly/3B3ngIF #Futures #Derivatives #FCA #DerivativesMarket #DTO #PTRR #SOFR

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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/oxeX50TVeBi #ClearyPEWrap #privateequity #regulation

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#SPBRestructuring discusses the recent decision made when the liquidators of the BHS Group brought a claim against the former directors Henningson and Chandler, who were found to be liable for wrongful trading and for misfeasance trading in breach of their director's duties. But what is “misfeasance trading”? How does this impact director duties? Does this change how practitioners should be advising directors of distressed companies? ➡️ https://ow.ly/K33150SFQag #MisfeasanceTrading | #DirectorsDuties | #BHSGroup

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Exciting times ahead

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•📳 BRIEFING NOTE | Asset Recovery and Litigation Finance Opportunities 💵 In April 2024, Martin Kenney and Jack LeGresley published a Briefing Note in 'The Company Lawyer', outlining the case for litigation funding of asset recovery matters. ➡️ Litigation finance is a rapidly expanding asset class. Investors are attracted by an appealing risk-reward profile. The performance of the asset class differs depending on the category of claim. ➡️ Martin and Jack's article explains how the asset recovery category of claims are an attractive investment opportunity for litigation funders. Read more in our Briefing Note below: 📲 https://lnkd.in/ekSKY3Z9 #assetrecovery #litigation #litigationfunding #litigationfinance #leadinglawyers

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It's interesting to see Law.com International regularly using Solomonic data to report on claims brought by and against law firms. Previously, only Litigation Tracker from The Lawyer , which is not widely available, would occasionally report on such cases at point of filing. Wider reporting means large firms need to take into account legal press coverage of litigation they are bringing or defending on their own behalf (as opposed to client work), including potentially detailed stories once particulars become available. There will be occasions where significant comms planning will be needed to account for this media interest. https://lnkd.in/e8_Vni7Y

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We are thrilled to be sponsoring the inaugural Global Restructuring Review Live: Contentious Insolvency and Restructuring Conference on 20 November 2024 in London. Our litigation partner Richard Hornshaw will be joining a panel to discuss how commercial litigation tactics and procedures are being used in the context of restructuring plans. See more details here: https://bit.ly/3YXvt9u #FinancialRestructuring #RestructuringPlans #Litigation

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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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📈 Despite a multitude of geopolitical, economic and regulatory challenges, the UK has seen a surge of public M&A transactions in the first quarter of 2024. What has catalysed this uptick and can we anticipate the momentum to continue for the rest of the year? An article by Linklaters’ Iain Fenn and Fionna Ng in UK Finance discusses this recent trend, driven by stabilised interest rates and strategic corporate interests. It also explores the optimistic outlook for continued M&A activity throughout 2024, highlighting potential regulatory hurdles and geopolitical developments which could impact the market. Read the full article below 👇

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The pledge on Monday by the UK’s Prime Minster to "do everything in my power to galvanise growth including getting rid of regulation that needlessly holds back investment", comes at a pivotal moment for the UK’s financial services regulatory framework. A couple of quick thoughts: 1)   the UK’s regulatory framework was cast in the mid-1980s. Yes, since then we have added new regulated activities to our regime, but these have almost always been required responses by new European regulations, without the UK: examining whether the ‘80s regime is fit for purpose; asking what harm is trying to be prevented; and ascertaining at what cost (including what the size of the UK regulators esp. the FCA should be, and how it should be funded). Our current regulatory framework applies mid-80s principles to the structuring and distribution of financial services products without taking real account of how financial services products are structured or distributed. The parts which do take account of modern markets (the internet anyone?) were largely introduced with the MiFID and MiFID 2 updates. To state the obvious: if you want to encourage growth, the UK needs a proportionate and up to date regulatory framework. 2)   most of the clients I am privileged to support are in the private funds sector and/or are financial institutions. Often the structures that our team will form will include an entity which is required to be regulated in the UK but often, due to the sophistication of its business, client base, and/or because the firm’s counterparties are offshore, there are no specific FCA rules which govern their UK conduct. It takes 6 to 12 months to become authorised. If you want to encourage growth shouldn’t certain types of wholesale firms which are not carrying out risky business, and are not dealing with consumers, be subject to a lighter touch regulatory regime which enables them to become authorised faster? 3)   in Europe there are regulatory changes being implemented right now which take account of changing financial services markets - the new payments regime - PSD 3 is a great example. It will come into force in 2026 and imposes largely sensible changes to take account of changes in how payments have been made and how fintech firms have developed in the last decade. DORA (focused on cyber and systems security) is another example from Europe. With Brexit, most commentators envisaged the UK diverging from European standards over time. Instead, the opposite is true: European regulation is continuing to challenge itself while the UK’s regulatory regime has largely stood still. The European regime is by no means perfect (the Sustainable Finance Disclosure Regulation being an example!!) but it is taking account of market developments. cont...

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#SPBRestructuring explores two recent cases which raise the question of whether “preferential creditors” are unsecured creditors in the context of converting an administration to liquidation under paragraph 83 of Schedule B1. How are unsecured creditors defined in relation to paragraph 83(1) and what's the wider reach the decision might have?➡️ https://ow.ly/kv4Y50SXpXe #PreferentialCreditors | #InsolvencyLaw | #CorporateRestructuring

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A fantastic, technical session on Clawback and Forfeiture in Shareholder, Partnership and Executive Agreements. You could write a transatlantic textbook from all the useful content, but I have narrowed it down to my favourite bits: - For UK employees, look at contract and regulation for framework. Regulation of risk requires deferral, clawback and forfeiture. - SEC issued clawback and forfeiture rules: must disclose policy and (if not) report its absence. Broad: covers C-suite, heads of groups, policy heads. - For partnerships and LLPs, different context. Agents can lose commission for beach of duty, and account for a secret profit. Punitive. Twas ever thus. - Hosking case asked if a member could forfeit their profit share rendered for services. Not unlimited, but yes. Must be equitable and proportionate and reflect a serious breach. - Used by firms to withhold sums owed to former partners. - Limited guidance on s214A clawback, but a nasty potential sting. Depends on knowledge so arguably management team members are greater risk. - Non financial misconduct is a focus for the FCA. New guidance awaited. Brilliantly chaired by my CM Murray LLP patner David Fisher and he had a fantastic panel of Jeremy Callman Greg Campbell Richard Leiper KC and Brian MacDonough And extra thanks to Briana’s firm Sherin and Lodgen LLP as breakfast sponsor. Those bagels were great. #allaboutexecs #IFSEA2024

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A fantastic, technical session on Clawback and Forfeiture in Shareholder, Partnership and Executive Agreements. You could write a transatlantic textbook from all the useful content, but I have narrowed it down to my favourite bits: - For UK employees, look at contract and regulation for framework. Regulation of risk requires deferral, clawback and forfeiture. - SEC issued clawback and forfeiture rules: must disclose policy and (if not) report its absence. Broad: covers C-suite, heads of groups, policy heads. - For partnerships and LLPs, different context. Agents can lose commission for beach of duty, and account for a secret profit. Punitive. Twas ever thus. - Hosking case asked if a member could forfeit their profit share rendered for services. Not unlimited, but yes. Must be equitable and proportionate and reflect a serious breach. - Used by firms to withhold sums owed to former partners. - Limited guidance on s214A clawback, but a nasty potential sting. Depends on knowledge so arguably management team members are greater risk. - Non financial misconduct is a focus for the FCA. New guidance awaited. Brilliantly chaired by my CM Murray LLP patner David Fisher and he had a fantastic panel of Jeremy Callman Greg Campbell Richard Leiper KC and Brian MacDonough And extra thanks to Briana’s firm Sherin and Lodgen LLP as breakfast sponsor. Those bagels were great. #allaboutexecs #IFSEA2024

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