A conversation with Amine Sator, local partner at Algerian law firm CMS BFL on key issues on merger control in Algeria. This is part of our collection of over 125 maintained national merger control guides.
This Practice Note provides a detailed overview of the Contract for Difference (CfD) renewable and other low carbon electricity generation subsidy regime introduced under the Electricity Market Reform (EMR). It includes details of CfD support that has been awarded to date, the key entities involved in the CfD regime, the statutory mechanisms for granting CfD support, and the key terms of the standard form contract granted to renewable generators who win CfD support through the competitive allocation mechanism. It includes details of the changes to expect for the 2019 CfD allocation round, including those implemented by the Contracts for Difference (Miscellaneous Amendments) Regulations 2018. Written in partnership with Louise Dalton, Partner and Matthew Brown, Senior Associate, with the assistance of Rosie Lapper, Trainee Solicitor, all of CMS Cameron McKenna Nabarro Olswang LLP.
This Practice Note considers the key assets that exist in a film, the different methods of structuring a typical film finance transaction, the key financing terms and budget for financing a film, the key parties involved, the typical conditions precedent, the main methods used to take security over the film and related assets and the important commercial arrangements required for generating and distributing any proceeds realised
This Practice Note is aimed at providing an introduction to the more common maritime agreements typically used in the oil & gas industry, with particular focus on charterparties and the key issues which are common to all types of charterparties.
Firms that fall within the scope of the recast Markets in Financial Instruments Directive (Directive 2014/65/EU) (MiFID II) must be authorised by their home Member State and comply with various organisational, conduct of business and other rules. In the UK, the Financial Conduct Authority (FCA) has distinguished between MiFID business and non-MiFID business. In this Practice Note, Nabarro summarises what MiFID business is and provides a flowchart to work through the specific elements involved in determining whether MiFID II applies. It also highlights some of the exemptions that may allow firms to fall outside the scope of MiFID II.
A conversation with Olga Czyżycka, counsel, Agnieszka Starzynska, senior associate, Krzysztof Sikora, senior associate, and Natalia Szurnicka from the Warsaw office of international law firm CMS on key issues on foreign direct investment (FDI) control in Poland.
A conversation with Agnieszka Starzyńska, counsel in the Warsaw office of international law firm CMS on key issues on merger control in Poland. This is part of our collection of over 125 maintained national merger control guides.
This Practice Note reviews the application of State aid rules (under Article 107 TFEU) to the financing of infrastructure projects.
State aid and public procurement are areas of law that, despite having separate rules, significantly overlap. It is important for contracting authorities to take account of this when awarding public contracts. This Practice Note focuses on circumstances and conditions which the contracting authority should consider to limit the risks of masked granting of State aid in the process of awarding public contracts.
Services of general economic interest (SGEI) are activities that are of particular importance to the public and would not be supplied (at least not under the same conditions) if the state did not intervene. It is important to consider the application of the State aid rules to SGEIs; if a SGIE meets the conditions set out by the Court of Justice in the Altmark case, the State aid rules will not apply.
Economic transactions carried out by Member States do not confer an advantage in favour of an undertaking, and therefore do not constitute State aid under EU law, if they are carried out in line with normal market conditions. The European Commission has established the ‘market economy operator principle’ or MEOP to assess whether, in similar circumstances, a private investor of a comparable size operating in normal market economy conditions would have made the same investment. This Practice Note looks at the application of the MEOP to investments made by Member States.
This Practice Note summarises the procedure for State aid investigations, including for notified aid, unlawful aid, misused aid and existing aid.
This Practice Note provides a basic framework for assessment under the General Block Exemption Regulation (GBER) and its current scope. It provides an overview of the general approach of the GBER and also specific provisions relating to different types of State aid. Also, the practical implications of the revised GBER, the pitfalls and opportunities.
This Practice Note provides an overview of the EU State aid rules, and specifically what constitutes ‘aid’ for the purposes of Article 107(1) TFEU.
This checklist contains a summary of the main points to consider when acting for the lender in reviewing a draft legal opinion prepared by overseas counsel in relation to a financing transaction which involves obligors which are incorporated in, and/or documentation which is governed by the laws of, an overseas jurisdiction
Financial Service analysis: The FSA has warned amateur investors to be wary of crowdfunding websites amidst concerns about insufficient protection for investors. The regulator says crowdfunding should be targeted at sophisticated investors. Bradley Rice of Nabarro LLP explains the key concerns but believes crowdfunding has the potential to be a vital new source of finance.
Experts from Nabarro comment on the recently published consultation on the future regulation and governance of the payments industry, as the UK government questions whether the industry responds effectively to consumer needs and offers sufficient consumer protection. Revised supervisory measures are to balance traditional payment mechanisms with emerging technologies and set strategy in this vital area for the real economy.
Nabarro LLP comments on reports that the Financial Services Authority is interviewing fewer board candidates for financial service groups. The FSA had attempted to interview all board candidates—a move which was criticised — but it struggled to find the resources to conduct the interviews and firms were finding it difficult to find candidates for NED positions. Nabarro’s analysis considers the need to balance corporate governance with pragmatism
Nabarro LLP consider the FSA’s record fine of Barclays in relation to manipulation of the interbank interest rate. Combined with fines from regulators in other jurisdictions, such as the US Commodity Futures Trading Commission and the US Department of Justice, Barclays has been significantly penalised. The FSA’s approach considers the failings in systems and controls
Nabarro LLP considers the UK Treasury’s White Paper announced on 14 June 2012 in relation to ring-fencing retail banking operations, which introduced additional loss absorbency proposals and increasing competition in the banking sector. The ring-fencing proposals build on the Vicker’s Independent Banking Commission proposals and can also be seen as a UK form of the Volcker rule proposals. Nabarro’s analysis explores who would be affected, the effects of the proposals and possible exemptions.
This Practice Note looks at the legal issues raised when seeking to amend/alter/modify a pension scheme’s power of amendment. It also looks at the circumstances in which it may or may not be possible to make retrospective changes to a pension scheme’s trust deed and rules.
This Practice Note introduces the concept of corporate governance and in particular the UK approach to corporate governance in relation to share schemes. This Practice Note examines both the regulatory approach to corporate governance in the UK and the institutional guidelines issued by some of the main bodies including the Investment Association (IA), the Pensions and Lifetime Savings Association (PLSA) (formerly called the National Association of Pension Funds (NAPF) and the Pensions & Investments Research Consultants (PIRC). Finally the Practice Note looks at how companies monitor their compliance with the UK Corporate Governance Code and how the corporate governance regime differs in the UK for financial services firms. This Practice Note is written in partnership with Graham Muir and Dilpa Raval of CMS.
Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to Enterprise Management Incentive options (EMI options).
Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to HMRC approved Share Incentive Plans (SIPs).
Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note on share incentives (also known as share schemes) gives an introduction to tax-advantaged share option schemes.
This Practice Note discusses the interplay between artificial intelligence (AI) (or machine learning) and intellectual property (IP). First, it explains what AI is and its use in different sectors before considering the implications of AI for the development of IP law, including the protection of: training data, training algorithms, AI systems themselves, and the output of AI. It then looks at the issues to consider when contracting with a third party AI solution provider and whether changes to the current IP system are necessary to deal with AI.
Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note focuses on corporate issues that arise in the context of share incentives (also known as share schemes).
Produced in partnership with Graham Muir and Dilpa Raval of CMS. This Practice Note refers to the aspects of disguised remuneration legislation which apply to employee share incentives (also known as share schemes).
This cross border Banking & Finance guide provides a summary of the key issues for lenders providing commercial loan facilities in England and Wales including loan markets and recent developments, lending, security and guarantees, enforcement, intercreditor issues and governing law and disputes
This Practice Note considers the equitable remedies potentially available in contractual disputes, including the remedies of specific performance, declaratory relief, claims for rectification, for rescission, when injunctive relief may be available and when the court may award restitutionary damages.
This Practice Note focuses on flexible apportionment arrangements (FAA) and in particular the requirements prescribed by the Occupational Pension Schemes (Employer Debt) Regulations 2005 SI 2005/678, reg 6E. This Practice Note also considers timing issues relating to flexible apportionments, the funding test to satisfy, ways in which flexible apportionments differ from scheme apportionments and issues relating to scheme rules, trustee costs, notifiable events and clearance.
This Practice Note explores the key features of group personal pension (GPP) schemes (a type of defined contribution (DC) scheme often referred to as a contract-based scheme), including their distinction from occupational pension schemes and other personal pension schemes and the advantages and disadvantages to employers of using such schemes for the provision of pension benefits for employees.
This Practice Note focuses on the group restructuring exemptions provided by the Occupational Pension Schemes (Employer Debt) Regulations 2005, SI 2005/678, regs 6ZA to 6ZD. namely the general easement and the de minimis easement. In particular, this note looks at the steps to follow for such easements to apply, the liabilities to be taken into account, the six-year look back period and issues relating to trustee costs.
This Practice Note looks at the different types of restrictions under an occupational pension scheme's power of amendment which may impact upon the ability of trustees and sponsoring employers to make changes to the scheme's trust deed and/or rules. It considers the common type of restrictions and the impact of scheme wind up on the power of amendment.
This Practice Note looks at investment-regulated pension schemes (IRPSs), a particular category of registered pension schemes introduced by the Finance Act 2004 that are subject to additional controls on the asset classes that can be held as investments. In particular, this Practice Note covers what an IRPS is, the meaning of taxable property (residential property and tangible moveable property), the circumstances in which taxable property is held directly and indirectly, the circumstances in which indirect holdings constitute genuinely diverse commercial vehicles, and the tax charges that apply where an IRPS acquires a direct or an indirect holding in taxable property which is not held through a genuinely diverse commercial vehicle.
This Practice Note looks at the framework surrounding investments in personal pension schemes (sometimes referred to as contract-based schemes). In particular, this note looks at the tax treatment of investment income and gains, and tax-related investment restrictions, including the impact of provisions relating to unauthorised member payments.
This Practice Note considers the Lugano Convention 2007 and the general rule when dealing with issues of jurisdiction. It then considers the exceptions to that rule.
This Practice Note considers the provisions in the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters signed at Lugano on 30 October 2007 (the Lugano Convention 2007) dealing with issues of insurance, consumer and employment claims.
This Practice Note considers the general provisions in the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters signed at Lugano on 30 October 2007 (the Lugano Convention 2007). It looks at the effects of a jurisdiction agreement under Article 23 and then sets out the requirements for a valid jurisdiction agreement under Article 23. It then goes on to specifically consider the requirement for the agreement to be in writing or evidence in writing as well as situations in which the jurisdiction agreement is in a form which accord with the parties’ established practices or is in a form which accords with a widely known usage. The Practice Note considers exclusive and non-exclusive jurisdiction agreements and what parties must prove when seeking to rely on a jurisdiction agreements. Protection for weaker parties in insurance, employment and consumer contracts are also covered along with the position when dealing with trusts and also the position under Article 24 where a defendant enters an appearance before a Member State court. Finally, this Practice Note discusses the implications for the application of Article 23 and 24 (which apply regardless of domicile of the parties) once the UK is no longer bound by the convention as a result of its membership of the EU and is a so called third state for the purposes of the application of the convention.
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