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Top five myths about nuptial agreements: dispelling the most common misconceptions
Forsters LLP
  • Private Client & Offshore Services
  • United Kingdom
  • 14 February 2019

Many feel apprehensive about raising the subject of nuptial agreements, partly due to the lack of impartial information and the influence of popular misheld beliefs. Despite the widespread belief that nuptial agreements are unfair, worthless and unromantic, they can be a sensible, fair and transparent way to discuss the financial aspects of a marriage and agree the outcome if ever it breaks down.

Good Work Plan – any good?
Lewis Silkin
  • Employment & Benefits
  • United Kingdom
  • 13 February 2019

The government recently published details of its Good Work Plan, which sets out its considered position on the Taylor review of modern working practices. While the plan provides useful information on what is likely to happen, it is too early for employers to do much to prepare. The draft regulations that have been published so far are relatively straightforward and most changes will not come into effect until April 2020 at the earliest.

Time waits for know-ledge: but what does that mean for limitation?
RPC
  • Litigation
  • United Kingdom
  • 12 February 2019

Section 14A of the Limitation Act sets out the position on latent damage in negligence claims. Litigation around the application of Section 14A has predominantly centred on when the claimant has the requisite knowledge to bring a claim and if a claim could, and should, have been brought earlier. This has been brought into sharp focus in a recent case relating to a claim brought against the Bank of Scotland.

PLSA Corporate Governance Policy and Voting Guidelines 2019
Squire Patton Boggs
  • Company & Commercial
  • United Kingdom
  • 11 February 2019

The Pensions and Lifetime Savings Association recently published guidance on market best practice to assist its members when exercising their vote at annual general meetings in 2019. The revised version of its Corporate Governance Policy and Voting Guidelines reflects the introduction of the 2018 UK Corporate Governance Code, which applies to financial years beginning on or after 1 January 2019.

AI and construction law: an essential and inevitable partnership
Fenwick Elliott Solicitors
  • Construction
  • United Kingdom
  • 11 February 2019

In light of the discussion and hype surrounding artificial intelligence (AI), this article considers AI and construction law in the context of risk and contract management, as well as a number of existing technologies which could assist in this respect. With greater collaboration between lawyers and clients, AI can bring greater efficiencies and efficacies to contract generation, review, analysis and management processes.

Sky takeover – post-offer undertakings
Davis Polk & Wardwell LLP
  • Corporate Finance/M&A
  • United Kingdom
  • 06 February 2019

One of the highest profile public M&A transactions of 2018 was the competitive takeover battle between Comcast and Fox for control of Sky, against the backdrop of Disney's proposed merger with Fox. This article looks at the post-offer commitments given by each of the bidders in connection with their competing offers.

2018 in employment law
Lewis Silkin
  • Employment & Benefits
  • United Kingdom
  • 06 February 2019

There were a number of significant employment law decisions in 2018, particularly on the issue of employment status, which continues to be a hot topic. In addition, the fallout from various high-profile allegations of sexual harassment and the resulting #MeToo movement has continued, with the use of non-disclosure agreements in harassment cases provoking debate. There are also various reforms planned following the government's response to the Taylor review of modern working practices.

Legalities of franchising in the United Kingdom
Fieldfisher LLP
  • Franchising
  • United Kingdom
  • 05 February 2019

Franchisors expanding into the United Kingdom need a thorough knowledge of any UK rules and regulations which may affect them, particularly in a post-Brexit Britain. Understanding the risks and issues and managing those risks through effective structuring and enforceable legal contracts will enable international franchisors to reap the rewards of doing business in one of Europe's largest and most dynamic markets.

Drafting a contract? Beware the well-intentioned but unenforceable agreement to agree
RPC
  • Litigation
  • United Kingdom
  • 05 February 2019

A recent Court of Appeal decision examined a dispute concerning entitlements under an earn-out provision in a share purchase agreement. The claimant argued that, under the agreement, he was entitled to provide consultancy services for a further period to be agreed by the parties. However, the court found that there is no obligation on parties to negotiate in good faith about matters which remain to be agreed and that the defendant was free to negotiate in accordance with its own commercial interests.

High Court considers summary dismissal of serious irregularity challenges to arbitral awards
Clifford Chance
  • Arbitration & ADR
  • United Kingdom
  • 31 January 2019

The High Court recently examined the process for the summary dismissal of a challenge to an arbitral award on the grounds of serious irregularity. Mr Justice Males held that the purpose of oral hearings on summary dismissal is to determine only whether there is a real prospect of the challenge succeeding. Going beyond that would frustrate the objective of the summary dismissal mechanism.

Court of Appeal rejects Uber's worker status appeal
Lewis Silkin
  • Employment & Benefits
  • United Kingdom
  • 30 January 2019

The Court of Appeal recently upheld the Employment Appeal Tribunal's ruling that drivers engaged by Uber are workers rather than independent contractors. The majority also upheld the employment tribunal's finding that drivers are working when they are signed into the Uber app and ready to work. Doubt arose from the fact that a driver could have other rival apps switched on at the same time, in which case it was arguable that they were not at Uber's disposal until having accepted a trip.

Sky takeover – regulating an auction process
Davis Polk & Wardwell LLP
  • Corporate Finance/M&A
  • United Kingdom
  • 30 January 2019

One of the highest profile public M&A transactions of 2018 was the competitive takeover battle between Comcast and Fox for control of Sky, against the backdrop of Disney's proposed merger with Fox. As the first competitive process to proceed to an auction since the introduction of the default auction rules into Appendix 8 of the Takeover Code in 2015, the auction for Sky has been watched closely by public M&A practitioners.

Football club loses return fixture as entire agreement clause lets in misrepresentation claim
RPC
  • Litigation
  • United Kingdom
  • 29 January 2019

The High Court recently confirmed on appeal from a master's decision that although an entire agreement clause concerning the sale of Nottingham Forest Football Club purported to extinguish all previous representations, it did not in fact exclude liability for misrepresentation. That there were contractual indemnities covering effectively the same subject matter did not, without clear language, mean that liability had been excluded.

When is a decision to declare an interim dividend a decision?
Squire Patton Boggs
  • Company & Commercial
  • United Kingdom
  • 28 January 2019

Small businesses often structure payments to directors who are also shareholders using a combination of dividend payments and salaries. At a time when corporate governance and director and shareholder accountability are under review, a recent Court of Appeal decision gives more reason for directors to ensure that they understand not only their obligations and duties as directors under the Companies Act 2006, but also the implications of relying solely on advice without evaluating it first.

UKIPO considers dispute between football clubs
Taylor Wessing
  • Intellectual Property
  • United Kingdom
  • 28 January 2019

Leicester City Football Club Limited recently opposed Leeds City Football Club Limited's application for a graphical trademark covering various goods and services in Classes 16, 25, 26 and 41. Leicester City's claims relied on its earlier mark for the acronym 'LCFC'. In comparing the goods and services covered by the two trademarks, the UK Intellectual Property Office held the parties' goods to be identical and their services to be identical or at least highly similar.

Sky takeover – applying the chain principle
Davis Polk & Wardwell LLP
  • Corporate Finance/M&A
  • United Kingdom
  • 23 January 2019

One of the highest profile public M&A transactions of 2018 was the competitive takeover battle between Comcast and Fox for the control of Sky, against the backdrop of Disney's proposed merger with Fox. As Disney was proposing to merge with Fox and one of Fox's assets was a 39% stake in Sky (which is subject to the Takeover Code), the Takeover Panel Executive had to consider whether to apply the chain principle to Disney if it successfully acquired Fox.

A pound in time saves nine: payment and social value
Womble Bond Dickinson (UK) LLP
  • Projects & Procurement
  • United Kingdom
  • 22 January 2019

The Cabinet Office recently published a procurement policy note on taking account of a supplier's approach to payment in the procurement of major contracts. The note sets out questions for public purchasers to incorporate into their selection questionnaires and focuses on whether contractors have paid subcontractors within 60 days of receiving an invoice. It also reflects a wider trend in the government's use of procurement as a means of addressing wider societal issues.

Can expert evidence be used to determine dishonesty?
RPC
  • Litigation
  • United Kingdom
  • 22 January 2019

A recent High Court of Justice case reinforced the courts' desire to remain the guardians of honest behaviour in relation to financial market practices; the objective standards of dishonesty are to be set by the courts rather than the market. Parties must therefore rely on contemporaneous documents when trying to prove claims for dishonest assistance, as the court will not permit them to adduce expert evidence of wider market practice.

UKBAY v eBay – opposition based on eBay's earlier rights
Taylor Wessing
  • Intellectual Property
  • United Kingdom
  • 21 January 2019

A UK Intellectual Property Office (UKIPO) opposition was recently brought by eBay Inc against an application by the games company SC Zumedia Games SRL to register a figurative trademark. eBay relied on two earlier registered UK word marks for EBAY in Classes 35, 38 and 41 and figurative EU trademarks in various classes. While the UKIPO accepted that eBay has a protectable goodwill, it was satisfied that there was no likelihood that a substantial number of eBay's customers would be misrepresented.

2019 AGM season – Investment Association sets the bar
Squire Patton Boggs
  • Company & Commercial
  • United Kingdom
  • 21 January 2019

The Investment Association recently published its annual letter to remuneration committee chairs and updated its principles of remuneration for the next annual general meeting season. The key changes to the principles mostly reflect the new UK Corporate Governance Code and specifically address malus and clawback provisions, shareholding requirements and post-employment holding periods, pensions and restricted shares.

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