K&L Gates

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Contributions by K&L Gates

9

Competition law and agency
Practice notes

Where an agreement is a genuine agency agreement, certain restrictions under Article 101(1) TFEU will not apply. This Practice Note explores the competition implications of using agency as a commercial model. This note details how to identify genuine agency and problematic restrictions in agency agreements.

Competition law and corporate transactions
Practice notes

Corporate transactions, including share sales, asset sales and joint ventures will need to be considered from a competition law perspective, particular in relation to merger control rules and investigations. This Practice Note provides guidance from the point of view of both buyers and sellers when negotiating competition risk in relation to merger control conditions and competition warranties in sale and purchase agreements. Also, this Practice Note gives an overview of competition law as it applies to ancillary restrictions in corporate transactions, such as non-compete obligations.

EU competition law and joint production agreements
Practice notes

Joint production agreements may lead to efficiency savings and qualitative benefits but they can give rise to competition law concerns. This Practice Note provides an overview of the different types of joint production agreements and the basis of any concerns. There is a step-by-step guide for assessing joint production agreements, including a detailed review of the Horizontal Guidelines as they apply to such arrangements and exemptions that might apply. The Practice Note also flags up situations where joint purchasing agreements are high risk, for example, where joint distribution or marketing is also involved. There are direct links into the Horizontal Guidelines and other related legislation and guidance.

EU competition law and joint purchasing agreements
Practice notes

Joint purchasing agreements may lead to efficiency savings and qualitative benefits but they can give rise to competition law concerns. This Practice Note provides a step-by-step guide for assessing joint purchasing agreements, including a detailed review of the Horizontal Guidelines as they apply to such arrangements. The Practice Note also flags situations where joint purchasing agreements are high risk, for example, where there is an increased risk of a collusive outcome. There are direct links into the Horizontal Guidelines.

EU competition law and research and development agreements
Practice notes

Research and development (R&D) agreements are often designed or have the effect of restricting competition and will have to be carefully analysed under competition law. There is a step-by-step guide on how to apply the R&D block exemption (Regulation 1217/2010) and the European Commission’s Horizontal Guidelines, including conditions for exemption and hardcore restrictions. The Practice Note also, explores how to make individual assessments outside the block exemption and high risk factors.

Overview of the key documentation in a typical secondary debt trade
Practice notes

This Practice Note explains the key Loan Market Association (LMA) documents that are used in a typical secondary debt trade transaction including confidentiality agreements, trade confirmations and the LMA Standard Terms and Conditions. It also explains the different types of transfer, assignment and sub-participation agreements which are used to transfer any debt which is traded. The Practice Note covers both par trades and distressed trades

Senior loans, mezzanine loans and intercreditor arrangements in real estate finance
Practice notes

This Practice Note explains the most common intercreditor structure in real estate finance transactions and covers (1) use of intercreditor arrangements and structural subordination to subordinate a mezzanine loan to a senior loan, (2) typical funding structure and security package for a real estate financing where there are both senior and mezzanine loans, and (3) key intercreditor provisions for negotiation (including subordination and priority of payments, permitted enforcement of the first ranking mezzanine share security, the mezzanine lender’s right to cure a default under the senior loan, the mezzanine lender’s right to purchase the senior loan, and the consent and consultation rights of the mezzanine lender). It also briefly covers the use of A/B loan structures and contractual subordination in real estate finance.

Service outside the jurisdiction—Form N510
Practice notes

This Practice Note considers the requirement for completing Court Form N510 (Notice for service out of the jurisdiction where permission of the court is not required) when serving a claim form out of the jurisdiction without the court’s permission. It explains what Form N510 is and when it must be used. It then explains the different parts of the form to be completed, depending on which jurisdiction the claim form is to be served in. It also provides some considerations when completing Form N510 and explains the consequences of a failure to complete it correctly. Finally it covers when the form must be filed and served and the consequences if this does not take place.

Serving outside the jurisdiction with court permission—application and order
Practice notes

This Practice Note addresses issues when serving out of the jurisdiction and the permission of the court is required. It explains how to make an application and the form of order required. An application to serve out of the jurisdiction is generally made without notice and on the papers. Key considerations for supporting evidence are ensuring the gateways are identified and explained, setting out that the claimant believes the claim has a reasonable prospect of success and ensuring compliance with the duty for full and frank disclosure (Brink Mats) including the need to deal with pending or prospective proceedings and additional facts which would have known to the claimant if proper inquiries had been made. Material non-disclosure may lead to an order granting permission to serve out being set aside and a new application being made or, if the order is not set aside, adverse costs orders may be made against the claimant.

Contributions by K&L Gates Experts

3

Challenging arbitral jurisdiction and anti-suit injunctions in the United Arab Emirates (UAE)
Practice notes

This Practice Note considers challenging arbitral tribunal (or arbitrator) jurisdiction and anti-suit and anti-arbitration injunctions in the United Arab Emirates (UAE). It considers challenging arbitral tribunal jurisdiction in the UAE courts and the courts of the Dubai International Financial Centre (DIFC). The Practice Note considers challenging jurisdiction at the point of enforcement of arbitration awards in the UAE. This topic may also be referred to as: set-aside applications against or in respect of awards in UAE; applying to challenge, or an application challenging, tribunal jurisdiction under Emirates law; applying to set aside an award for lack of jurisdiction in the UAE.

Interim remedies and arbitration in the United Arab Emirates (UAE)
Practice notes

This Practice Note considers interim, emergency relief or remedies (including injunctions) and arbitration in the United Arab Emirates (UAE). It considers interim remedies available in the UAE courts (including preservatory attachment orders and travel bans and interim orders available in support of arbitration proceedings) and interim remedies available in the DIFC courts, as well as interim relief available from tribunals in arbitration proceedings pursuant to UAE federal law, the arbitration rules of the Dubai International Arbitration Centre (DIAC), DIFC-LCIA Arbitration Centre and Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC). It also considers awarding and enforcing interim relief in the UAE courts and DIFC courts.

State immunity and arbitration in the United Arab Emirates (UAE)
Practice notes

This Practice Note considers state immunity (or sovereign immunity) and arbitration in the United Arab Emirates (UAE). It considers the capacity of UAE government entities to enter into contracts, immunity against enforcement and procedural restrictions on litigating against Dubai government entities. The Practice Note also considers state immunity in the DIFC.

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