Expert Analysis

• Saxon Woods Ruling Clarifies Directors' Duty Of Good Faith

  

  The U.K. Supreme Court’s recent landmark judgment in Saxon Woods sends a clear message to businesses that a director's conduct must withstand objective scrutiny, affirming that even if an individual believes they are acting in the company's best interests, they cannot deceive fellow board members, says Richard Clayman at Kingsley Napley.

• UK Bill Would Transform Commercial Payments Terms

  

  A bill recently introduced to Parliament, if enacted, would replace significant areas of contractual freedom concerning payment terms with mandatory rules that would fundamentally alter the balance of power between smaller suppliers and larger counterparties, says Sam Cooper at Crowell & Moring.

• Making Deals Once EU Merger, Investment Screenings Overlap

  

  Though proposed updates would result in greater overlap between European Commission merger control efforts and foreign investment screening, dealmakers must understand how different objectives still drive these regimes and how this recalibrated regulatory environment will affect their transactions, say attorneys at Mayer Brown.

• UK-Gulf Trade Deal Offers Key Benefits, But Hurdles Remain

  

  The U.K.’s recent free trade agreement with the Gulf Cooperation Council is expected to deliver U.K. businesses a competitive advantage, with simplified procedures and tariff removal across manufacturing, services and digital trade sectors, but navigating Gulf regional tensions and differing regulatory regimes will create challenges, say lawyers at King & Spalding.

• EU Protocol Strengthens Int'l Criminal Asset Recovery Powers

  

  The Council of Europe’s recently adopted protocol to the Warsaw Convention marks a significant evolution in the international asset recovery landscape, signaling a focus on proactive and coordinated methods that require organizations to consider how to respond quickly to unexpected enforcement action, say lawyers at Trowers & Hamlin.

• How UK Unfair Dismissal Reforms Could Affect PE Sponsors

  

  The U.K. government’s unfair dismissal rights reforms taking effect from January 2027 could create uncertainty over management incentive arrangements and complicate senior management changes, representing a material shift in the risk landscape for private equity firms, say lawyers at Debevoise.

• How FCA Proposal Would Change IPO Research Rules

  

  The Financial Conduct Authority’s recent proposals for the governance of information flows in equity initial public offerings represent a recalibration rather than a wholesale deregulation of the current framework by maintaining that connected research be grounded in approved disclosure, say lawyers at Sullivan & Cromwell.

• AI Deals Call For Tailored Approach To Address Hidden Risks

  

  As artificial intelligence deals continue to advance, they raise complex intellectual property questions with hard-to-verify technical facts that require a different approach to due diligence, risk allocation and execution, say lawyers at Katten.

• EU Foreign Subsidies Report Offers Chance To Take Stock

  

  The European Union’s forthcoming review of the Foreign Subsidies Regulation, revealing reassuringly low intervention rates but a burdensome prenotification process, offers the European Commission a timely opportunity to address genuine distortions and be more proportionate in its demands on market participants, say lawyers at Dechert.

• 'EU Inc.' Proposal Offers Startups Flexibility But With Limits

  

  While the European Commission’s recent proposal for a single corporate framework across the European Union should offer a seamless and more accessible structure for high-growth businesses, seemingly minor variations complicate deal structuring and give rise to legal uncertainty in practice, says Mathieu de Korvin at Alkeom.

• New FDI Regs Signal Major Changes For M&A Deals In EU

  

  The European Parliament’s recent adoption of the new foreign direct investment regulation represents a major shift from the European Union's current regime, replacing a voluntary fragmented system with a mandatory baseline for screening and introducing procedural requirements that will bring greater consistency across member states, say lawyers at Covington.

• EU Merger Overhaul Gives New Weight To Deal Efficiencies

  

  The European Commission’s recently published draft merger guidelines mark a recalibration rather than a revolution, yet by elevating efficiencies to a central pillar of assessment they signal a deliberate pivot to innovation and investment, say lawyers at Slaughter and May.

• Series

  Studying Foreign Languages Makes Me A Better Lawyer

  

  Studying Italian and Japanese has shown me that learning a new language can benefit a legal career in several ways, including by demonstrating the importance of approaching problems from a fresh perspective and the value of practicing patience with colleagues and clients, says Anna King at Genworth Financial.

• How UK Security Act Plans Will Affect Foreign Investors

  

  The U.K. government's recently proposed changes to the scope of National Security and Investment Act transaction screening for foreign investment in sectors including communications, data infrastructure and energy should create a more proportionate, predictable and targeted regime, say lawyers at Skadden.

• UK Stock Exchange Changes Ease Path For Foreign Issuers

  

  Following the Financial Times Stock Exchange Russell's recent eligibility change aligning free float requirements for foreign and non-U.K. issuers, advisers to those considering a London listing should also assess index suitability, say lawyers at Debevoise.