Expert Analysis

• Saxon Woods Ruling Tightens Rules On Director Good Faith

  

  The recent Court of Appeal judgment in Saxon Woods v. Costa departs from the High Court's ruling, clarifying that a director's sincere belief they have acted in the company’s best interests is not sufficient to satisfy the statutory requirement to act in good faith, say lawyers at Covington.

• Key Takeaways As EU And UK Impose New Russia Sanctions

  

  The European Union and U.K.’s new sanctions on Russia, designating increasing numbers of non-Russian companies in the defense and shipping sectors, mean that organizations must examine from the outset whether a transaction has any nexus with the EU or the U.K., say lawyers at Sullivan & Cromwell.

• What New FCA Private Stock Market System Could Offer Cos.

  

  While the Financial Conduct Authority’s new secondary private stock market system will bring more control and less ongoing regulatory compliance than a public market, but because the regime grants a significant degree of flexibility to operators it may be some time before a full operational picture emerges, says Iain Wright at Morgan Lewis.

• EU Telecom Merger Ruling Unveils Foreign Subsidies Analysis

  

  The European Commission’s recent publication of its decision approving e&’s acquisition of certain portions of PPF Telecom Group reveals its approach toward and procedural expectations for the European Union’s Foreign Subsidies Regulation, offering valuable guidance on how the commission will conduct future investigations, say lawyers at Goodwin.

• What EU 'Killer Acquisition' Study Means For Pharma Deals

  

  The European Commission’s recent study of pharmaceutical companies' acquisitions of emerging competitive threats, the first of its kind globally, has important implications for the industry, and may lead to increased awareness of merger control risks in collaborative agreements, say lawyers at Paul Weiss.

• Tools For Effective Asset Tracking In Offshore Jurisdictions

  

  In light of a technology company's recent allegations that its former CEO maintained an undisclosed interest in offshore companies, practitioners may want to refresh their knowledge of the tool kit available for tracing and recovering allegedly misappropriated assets from both onshore and offshore jurisdictions, say lawyers at Walkers Global.

• Russia Sanctions Spotlight: Divergent Approaches Emerge

  

  With indications of greater divergence and uncertainty in Russia sanctions policy between the U.K., European Union and U.S., there are four general principles and a range of compliance steps that businesses should bear in mind when assessing the impact of a potentially shifting landscape, says Alexandra Melia at Steptoe.

• FCA Update Eases Private Stock Market Disclosure Rules

  

  The Financial Conduct Authority’s recently updated proposals for the Private Intermittent Securities and Capital Exchange System would result in less onerous disclosure obligations for businesses, reflecting ongoing efforts to balance an attractive trading venue for private companies while maintaining sufficient investor protections, say lawyers at Debevoise.

• FCA Bulletin Highlights Risks Of Leaking Inside M&A Info

  

  The Financial Conduct Authority’s recent bulletin on the consequences of leaking sensitive information during transactions, warning that such disclosure may result in market abuse allegations, demonstrates the regulator’s determination to root out and penalize insider dealing, say lawyers at Cadwalader.

• How CMA Is Responding To UK Gov't Pro-Growth Agenda

  

  With the U.K. government’s recent call for the Competition and Markets Authority and other regulators to better support economic growth, the competition policy landscape is shifting materially toward an emphasis on a more proportionate and targeted approach to merger enforcement, say lawyers at Macfarlanes.

• What Latest VC Model Document Revisions Offer UK Investors

  

  Recent updates to the British Private Equity and Venture Capital Association model documents, reflecting prevailing U.K. market practice on early-stage equity financing terms and increasing focus on compliance issues, provide needed protection for investors in relation to the growth in global foreign direct investment regimes, say lawyers at Davis Polk.

• What Cos. Must Note From FCA Bulletin On Leaking M&A Info

  

  The Financial Conduct Authority’s recent bulletin on strategic leaks in merger and acquisition transactions, as the second such publication in four months, acts as a warning for issuers and their advisers to tighten up their current policies for handling inside information, say lawyers at Herbert Smith.

• Key Takeaways From The 2025 Spring Antitrust Meeting

  

  Leadership changes, shifting priorities and evolving enforcement tools dominated the conversation at the recent American Bar Association Spring Antitrust Meeting, as panelists explored competition policy under a second Trump administration, agency discretion under the 2023 merger guidelines and new frontiers in conduct enforcement, say attorneys at Freshfields.

• What To Know About FCA's UK Listing Rules Proposal

  

  A recent consultation paper from the Financial Conduct Authority aims to streamline the securities-listing process for U.K.-regulated markets, including by allowing issuers to submit a single application for all securities of the same class, and aligning the disclosure standards for low-denomination and wholesale bonds, say lawyers at Debevoise.

• Opinion

  UK Gov't Needs To Take Action To Support Whistleblowing Bill

  

  With a proposed Office of the Whistleblower Bill making its way through the U.K. Parliament, whistleblowing is starting to receive the attention it deserves, but the key to unlocking real change is for the government to take ownership of reform proposals and appoint an overarching whistleblowing champion, says Baroness Susan Kramer at the House of Lords.