myAshurst - Latest e-seminars

Funds after the Budget

To access the recording please click here.

In this webinar, timed 14 days after the Budget, experts from Ashurst's tax and funds group will analyse where tax planning now stands for private fund structures and their managers. Likely topics include: carried interest; the funding of co-investment; LLPs; non-domicilaries; EBTs/FBTs; and onshore versus offshore structures.

Speaker

Jeremy N Sheldon
John Watson
Ian Johnson

These materials are for training purposes only and are not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to. Please take legal advice before applying anything contained in these materials to specific issues or transactions. For more information please contact the presenters or your usual Ashurst contact.

The Companies Act 2006: anyone for dessert?

The final parts of the Companies Act 2006 came in to force on 1 October 2009. This talk provides an update on the key parts previously implemented and then focuses on the 1 October sections and gives practical guidance on how businesses should deal with these changes, looking in particular at:

The constitution: goodbye to the memorandum of association and a big hello to the new model articles.
Share capital: various changes including removal of the concept of authorised share capital.
Company directors: new rules on registration of directors’ details.
Company formation and administration: including new incorporation documents and register of members.
Overseas companies: new requirements for registration of a “UK establishment”.
Companies House forms: all change.

Quick Guide to the FSA for corporate lawyers 2009

This is a short overview of the financial services regulatory role of the FSA, its functions and its powers. Considerations relating to the FSA arise not simply in the context of corporate transactions involving financial sector firms, but in matters affecting corporate clients generally. This lecture will give you a sound understanding of the nature of one of the most important regulatory bodies in Britain. These sessions are aimed at lawyers to ensure they recognise issues when a transaction they are working on "rubs-up" against a specialist area. They highlight "elephant traps" which lawyers need to think about when considering specialist issues, even if they intend to instruct the specialist department in due course. The course is of particular use to anyone involved in corporate transactions who needs a refresher, junior lawyers and trainees. Recorded 25 June 2009.

Breakfast Briefing on the developments in loan markets

Recorded on 2 June 2009 at Emirates Towers, Dubai.

Keeping control: complying with data protection legislation

Recent and highly publicised data leaks and security scandals are a salutary reminder to companies of the importance of data protection. In this talk, we review the key principles to ensuring data protection compliance for companies that process personal data. The session includes a review of notification obligations, privacy policies, how to deal with subject access requests, direct marketing and new initiatives and rights of the Information Commissioner’s office. We will also touch on issues around data transfers and security.

Stamp Duty Land Tax update - May 2009

This session outlines and analyses some of the practical SDLT issues most commonly met in the context of commercial transactions and makes suggestions for dealing with them. For more detail and specific advice contact John Watson, Simon Swann or Kate Garcia.

European Commission Seminar

In this seminar James Perry and Glynn Barwick discuss the European Commission directive recently published. The Commission is proposing a fundamental reform to the regulation of managers of unregulated collective investment schemes. These reforms will, if they are passed in their current form, extend the regulator's oversight of such managers, increase the disclosure requirements on funds and restrict the capacity of the managers to market them to investors.

Presented by James Perry and Glynn Barwick.

Recorded on 7 May 2009.

Informacion Privilegiada

Guía de Actuación para la Transmisión de Información Privilegiada a Terceros de la CNMV

Lo anterior es un mero resumen informativo del contenido de la Guía, para obtener el texto concreto acuda a www.cnmv.es Si desea cualquier información adicional sobre este tema o creen que podemos resultar útiles en la actualización de sus procedimientos internos o en el desarrollo de los programas de formación on-line a empleados que la Guía requiere. por favor, no dude en contactar con Gonzalo Jimenez-Blanco, gonzalo.jimenez-blanco@ashurst.com en Ashurst C/Alcalá, 44, Madrid 28014,Tel: +(34) 91 3649800

Ashurst MADRID.

Grabado el 10 de Marzo de 2009.

Crunch times: a rise in shareholder activism?

The Companies Act 2006 codified directors’ duties and introduced a new statutory procedure for derivative actions. With the significant increase in the availability of third party litigation funding, and in the light of investors’ recent credit crunch losses, is the scene now set for an increase in shareholder activism?

Edward Sparrow and Mark Clarke explain the regulatory framework for directors and shareholders in the UK, examine recent developments affecting shareholder activism and consider whether the credit crunch will give rise to an increase in activism in the future.

Commercial contracts 2009: what’s hot, what’s not

We recognise that it’s sometimes hard for in-house lawyers to keep up with legal developments. Why not let us make it easier for you? This talk will provide a practical guide to recent developments in commercial contract law and the key cases behind them.

Partnership Vehicles for Land - Tricks and Traps

In this session John Watson and Simon Swann discuss the use of partnerships as vehicles for investing and trading in land. Some categories of taxpayers will find this structure advantageous, others less so. In particular, John and Simon highlight the limitations in the assumption that partnerships are transparent for all tax purposes and caution against treating this as a universal rule. They go on to compare the use of partnerships and unit trusts and to discuss points to bear mind where a unit trust invests through a partnership.

Greening the property industry: the impact of green leases in the market

As part of their corporate social responsibility obligations, corporates need to consider how green the buildings they own and occupy are. Green leases are a new phenomenon in the UK and aim to improve the energy efficiency of buildings. This session looks at:

The key drivers for making green leases a reality.
The key barriers.
How to achieve the landlord’s aims while making it an attractive proposition for tenants.
Which provisions might be included.
Whether green leases are actually going to be an effective tool in the drive to improve the energy efficiency of buildings.
The views of the market.

Know your limits: when contracts go wrong (30 September 2008)

Anyone involved in negotiating commercial contracts needs to be aware of the principles governing the damages which can be recovered if something goes wrong. This session is aimed at business people who may find themselves considering potential liability at the drafting stage or dealing with damages issues on a breach. We will be examining the topics of liquidated damages, consequential loss and the extent to which liability can be limited or excluded, and suggesting various strategies for dealing with the issues they raise.

Stamp Duty Land Tax - Leases

In this session John Watson and Simon Swann discuss the way in which Stamp Duty Land Tax applies to leases. In particular, they deal with the way in which the charge is computed, leases with uncertain rents and uncertain terms, what happens when leases are linked and when leases are replaced by fresh grants. The purpose of the presentation is to give an overview and John Watson and Simon Swann would be delighted to deal with any questions you may have.

Distressed debt in Spain - The key issues (Part 1)

The current economic environment: the consolidation of distressed debt. Special reference to the real estate crisis.

Distressed debt in Spain - The key issues (Part 2)

The acquisition of ono-performing loan portfolios: Legal and tax issues.

Distressed debt in Spain - The key issues (Part 3)

Debt restructuring: general principles and, in particular, LBO debt. Legal and tax issues.

Navigating the maze: the challenges of cross-border insolvencies

Are you concerned about the potential impact of the credit crunch on your organisation’s trading partners and suppliers across the world? In the absence of an international insolvency regime, solutions in cross-border situations need to be based on local regimes and the co-operation set out in legislation such as the UNCITRAL Model Law and the EC Regulation on Insolvency Proceedings. In this talk we look at the issues that may be encountered when dealing with crossborder insolvencies. Recorded 12 June 2008.

The Companies Act 2006: a selection of side dishes

Those parts of the Companies Act 2006 not currently in force will be introduced in a number of further stages over the course of 2008 and 2009. This talk provides an update on the parts already implemented, with a discussion on any issues that may have arisen to date. We then focus on the parts which are due to be implemented in October 2008, and give practical guidance on how businesses should be preparing for these changes, looking in particular at: - Reduction of capital. - Directors’ duties. - Financial assistance. - Private and public company articles. Recorded 3 June 2008.

A question of contract (Summer 2008)

The seventh in our series of talks, providing practical guidance on those commercial contract issues which, in our experience, generate the most queries.

This session covers:

The boundaries between exhibiting flair in negotiations and criminal liability for fraud and/or civil liability for misrepresentation or negligent misstatement, including the impact of the new Fraud Act 2006.
What to do if a contract you are involved in or inherit gives rise to a suspicion of bribery and corruption.

Get out of Jail Cards (getting out of commitments/flex rights)

Nigel looks at the techniques by which lenders may try to escape lending commitments, buyers may try to wriggle out of acquisition commitments and by which deals may be re-priced or otherwise flexed.

Important Information

Our e-seminars are for general information only and do not seek to give legal advice or to be an exhaustive statement of the law. Viewers should take specific legal advice on any particular areas which concern them. Please contact your usual Ashurst adviser if you require any information or advice.

Commercial contracts 2008: what’s hot, what’s not?

This talk provides a practical guide to recent developments in commercial contract law and the key cases behind them.

Promises, promises: understanding guarantees

Guarantees are a ubiquitous form of credit enhancement, vital for the operations of debtors and creditors alike. Gabrielle Samuels answers the fundamental questions in relation to guarantees, including:

What are the key features of a guarantee?
How does a beneficiary of a guarantee limit the risk of the guarantee being avoided?
What claims are triggered by payment under a guarantee?
How can the beneficiary maximise its recovery?
What should a guarantor be concerned about?

Gabrielle also touches on the impact of the Court of Appeal case, Triodos Bank -v- Dobbs [2005].

The Companies Act 2006: Yet another helping

Those parts of the Companies Act 2006 not currently in force will be introduced in two further stages: in April 2008 and October 2008. This talk provides an update on the parts already implemented. We then focus on the parts which are due to be implemented in April 2008, and give practical guidance on how businesses should be preparing for these changes, looking in particular at:

The obligation to have a company secretary.
The creation and publication of accounts and reports.
Requirements for audits and auditors.
Prohibition of public offers by private companies.
The appointment and role of statutory auditors.

Markets in Financial Instruments Directive (MiFID): the final countdown

MiFID will fundamentally affect the way many banks and investment firms do business. The long process of rule implementation is now drawing to a close, with the new rules coming into effect on 1 November 2007. The FSA’s final views on many major issues have now become clearer, and this talk focuses on key areas including:

Best execution - what will firms be required to do and how should they draft their policy?
Client categorisation and the grandfathering process.
Conflicts of interest.
The conduct of business rules for non-MiFID business under CP 07/9.

The Companies Act 2006: the first course is served

The Government has recently announced that those parts of the Companies Act 2006 not currently in force will be introduced in three stages: in October 2007, April 2008 and October 2008. This talk provides an update on the parts already implemented, in particular the new electronic communications regime and its uptake by listed companies. It then focuses on the parts which are due to be implemented in October 2007, and gives practical guidance on how businesses should be preparing for these changes, looking in particular at:

The codification of directors’ duties.
The enhanced business review for listed companies.
The new statutory derivative claims procedure.
Exercise of members’ rights.

Shareholder debt and Memorandum of Understanding

This session gives a basic overview of the tax points which arise on a private equity deal. In particular concentrating on the issues which corporate lawyers need to be aware of and the "red flags" which indicate a potential tax problem exists.

Doing business in the 21st century: where CSR meets the law

The legal environment for corporate social responsibility (CSR) is changing fast. While the UK Government continues to maintain that CSR is “voluntary”, its underlying principles are increasingly becoming enshrined in law. In today’s highly competitive, low carbon environment, how can your business ensure that it meets the legal and ethical challenges that CSR presents?

Helen Loose, head of the environmental and health & safety group at Ashurst, looks at recent CSR-related legal requirements and explores how the legal framework for CSR is expected to develop in the future. Jennifer Zerk of CSR Vision, an independent consultancy specialising in business ethics and regulation, discusses the role of lawyers in the field of CSR, and how lawyers and CSR professionals can work together to reduce commercial and operating risks and add value to CSR activities and processes.

An introduction to private equity transactions inc. an update on key documents

This session looks at the parties involved in private equity transactions, the key documents and the key provisions.

For better or for worse: exiting long-term contracts when the love has gone

The recently reported case of Vertex Data Science Ltd -v- Powergen Retail Ltd deals with an outsourcing contract dispute where the supplier was seeking to keep the contract going despite the customer’s desire to exit. The court considered whether it would compel reluctant contracting parties to stay together in long-term contracts. This talk looks at the implications of the decision for long-term contractual arrangements – both for suppliers and customers – and will be of particular interest to anyone who outsources any of their business functions or is thinking of doing so.

Banking foundation course: Security fundamentals

A review of the key legal aspects relevant to taking security.

Banking foundation course: Insolvency fundamentals

An overview of the key insolvency procedures, the Enterprise Act 2002 and transactions liable to avoidance on insolvency.

Banking foundation course: Facilities agreements (Part 2)

An introduction to various concepts used in leveraged facilities agreements including identifying and defining the Obligor Group, cash controls, negative covenants, events of default and lenders' voting provisions.

Lending to funds

A guide to our lending to funds practice: the structure and nature of the facilities, areas of typical negotiation, the commercial issues and the relationship with the fund documents.

Banking foundation course: Facilities agreements (Part 1)

Introduction to some key concepts in leveraged facilitis agreements, including terms and revolving facilities, the MAC clause and madatory prepayment.

Markets in Financial Instruments Directive (MiFID) – how will you be affected?

MiFID will be implemented in November 2007 and constitutes the most radical shake-up of the UK’s regulatory system since the Financial Services and Markets Act 2000 came into force in December 2001. It will fundamentally affect the way banks and investment firms do business. Edward Hyde from the General Counsel’s Office of the Financial Services Authority and experts from Ashurst takes an in-depth look at MiFID’s far-reaching impact and the “Reforming Conduct of Business Regulation” consultation paper which is scheduled to be published in October 2006.

The conference focuses on:

The ways in which firms organise themselves, and their systems and controls.
How firms market and promote their services.
The obligations which firms owe their customers.
The execution and transparency of transactions in investments whether through exchanges, alternative trading systems or internally.

A sheep in wolf’s clothing: the new Companies Act

The new Companies Act is the first major companies legislation for over 20 years. It both amends company law and consolidates the 1985 Companies Act. This talk concentrates on the key changes, including:

Codification of directors’ duties.
Derivative actions.
Abolition of financial assistance prohibition for private companies.
New procedures for capital reduction.
Auditors’ liability.

The talk also identifies the huge swathes of the existing legislation which will remain essentially in its current form.

Intercreditor agreements - Basic principles

This session introduces the principles behind Intercreditor Agreements. It considers prohibited and permitted payments in relation to junior creditors, payment blocks and prohibited and permitted enforcement action.

Dispute resolution & arbitration 3: Arbitration institutions

This is the third in a series of four talks aimed at giving an overview of dispute resolution, and in particular international arbitration. This talk is intended to provide a summary of some of the main arbitration institutions worldwide and to highlight the differences between them.

Dispute resolution & arbitration 4: Multi party arbitrations

The fourth talk in a series about dispute resolution and international arbitration. This talk is concerned with arbitrations that involve multiple parties, that is, involving more than two parties.

Quick guide to competition law for corporate lawyers

This Ashurst internal training talk provides an overview of UK and EC competition law, highlighting the points which are most likely to arise in the context of corporate transactions.

Takeovers progressive 5: The takeover timetable

An introduction to timetable issues on City Code bids.

Takeovers progressive 4: Financing a takeover bid

A look at the various methods of financing takeover bids, the advantages and disadvantages of each and the impact on them of the cash confirmation and related provisions of the Takeover Code.

Takeovers progressive 3: Irrevocable undertakings and break fees

A look at irrevocable undertakings and break fee letters in the context of a takeover offer; covering an analysis of break fees and how they are structured as well as the key clauses typically contained in irrevocable undertakings given by target director shareholders and target shareholders and treatment for stakebuilding and compulsory acquisition purposes.

Takeovers progressive 2: Share dealing and stakebuilding before and during offer

A look at share dealing and stake building before and during offers; covering prohibitions of acquisitions, general restrictions on acquisitions, disclosure obligations, mandatory offers and other implications of acquisitions.

Takeovers progressive 1: Key issues regarding the period prior to offer

A look at the General Principles and Code provisions that apply in the period prior to an offer being made; covering the requirement for secrecy before an announcement, the initial announcement, put up or shut up, the requirement to get independent financial advice, communications with shareholders, inducement fees and pre-conditional offer announcements.

Introduction to the Takeover Code

Robert Ogilvy Watson gives an introduction to takeovers and the City Code on Takeovers and Mergers.

Recorded 2 May 2006.

Loan transfers (a quick guide to everything)

A brief guide to novation, assignment, assignment and assumption, risk participations, funded participation, parallel debt and joint and several creditor language.

Dispute resolution & arbitration 1: Types of dispute resolution

This is the first in a series of four talks looking at dispute resolution and international arbitration. This talk gives a general overview of types of dispute resolution, in particular litigation, international arbitration, expert determination and alternative dispute resolution (including mediation).

Dispute resolution & arbitration 2: Drafting an international arbitration clause

This is the second in a series of four talks looking at dispute resolution and international arbitration. This talk focuses on the issues that need to be considered when drafting an arbitration clause. In particular it covers choice of arbitral rules, the seat of the arbitration, number of arbitrators and choice of law.