CASE HUB ARCHIVED—this archived case hub reflects the position at the date of the decision of 16 November 2022; it is no longer maintained. See further, timeline and commentary. Case facts Outline UK merger investigation into the anticipated acquisition by Carpenter Co. of the engineered forms business of Rectticel NV/SA.. The transaction involves horizontal overlap in the manufacture and supply of various types of flexible polyurethane foam in the UK. Latest developments On 16 November 2022, the CMA issued its final report, finding that the transaction may be expected to result in an SLC in the UK in: (i) comfort foam (uncut foam for mattresses, upholstery etc.); (ii) unconverted technical foam (for sponges etc.); and (iii) converted comfort foam (cut up form ready for larger items such as mattresses). To remedy the SLC, the CMA decided that the most effect remedy was for Carpenter Co. to sell the majority of the UK arm of Recticel NV/SA’s engineered foams business to a purchaser approved by the CMA. Parties • Carpenter Co. (Carpenter): Carpenter is a US based company

The evolving and maturing liquified natural gas (LNG) market is likely to give rise to an increasing number of disputes concerning LNG cargoes. These may include cargo claims from third party owners (rather than charterers) under bills of lading in respect of loss or damaged/contaminated LNG. Additionally, Owners may pursue claims for damage, delay or overconsumption, arising from the physical characteristics of the particular LNG cargo. For more information on: • LNG generally, see Practice Note: LNG—an introduction • LNG chartering, generally, see Practice Note: LNG Chartering—an introduction • LNG chartering disputes, see Practice Note: LNG Chartering Disputes—an introduction The nature of LNG Due to its unique physical properties, the carriage of LNG by sea in comparison with most other cargoes is quite different in terms of handling and transportation, requiring specialised carriers and terminals. LNG must be carried at cryogenic temperatures of around -162°C (-260°F). LNG is clear and colourless and usually composed of about 85–95% methane with the remaining components typically including ethane, propane, butane and nitrogen in

CASE HUB ARCHIVED–this archived case hub reflects the position at the date of the decision of 4 June 2019; it is no longer maintained. See further, timeline, commentary and related cases. Case facts Outline Office of Rail and Road (ORR) Article 102 TFEU/Chapter II investigation into Freightliner Limited and Freightliner Group Limited in relation to arrangements with customers for the provision of deep sea container rail transport services between certain ports and key inland destinations in Great Britain (ORR Case No. 11/2013). The alleged abuse of dominance involves exclusionary exclusive purchasing obligations, minimum volume commitments, loyalty rebates and exclusivity-inducing rebates. Latest developments On 4 June 2019, the ORR announced that it found no grounds to re-open the investigation following the expiry of the commitments offered by Freightliner in April 2019. The ORR explained that it had seen positive developments both in Freightliner’s behaviour, as well as in the wider market. The ORR further clarified that there was evidence of Freightliner’s competitors competing and winning customers on key routes. It noted that

The transportation of goods by sea, air, land (rail and road), or a combination of these.

This Practice Note provides a summary of the common law and conventions governing international carriage by air. It explains the liability of the carrier and measure of damages under the common law and the conventions. The Warsaw Convention and Montreal Convention (and the various versions of each) are explained, an explanation of how to work out which convention applies is provided and limitation of liability, jurisdiction and time bars under the conventions are also discussed. The Practice Note also provides an introduction to cargo documentation requirements and liability for loss, damage or delay to cargo. Carriers of goods by air may be liable under: • common law • international conventions • EU regulations This Practice Note provides an introduction to a large and complex topic that is dealt with in detail in Shawcross & Beaumont: Air Law. The focus on this Practice Note is on the common law and,

This Practice Note provides a summary of the law relating to the carriage of goods by rail as provided for in the Uniform Rules Concerning the Contract of International Carriage of goods by Rail (CIM). It explains the scope of application of CIM, the contract of carriage under CIM, how liability is apportioned under CIM, time bars and jurisdiction. See: Uniform rules concerning the contract for international carriage of goods by rail (CIM): Encyclopaedia of Forms and Precedents [43]. International carriage by rail is governed by CIM (the Rules). The Rules are enacted under the auspices of the Convention concerning International Carriage by Rail (COTIF), which is given the force of law in the UK by the Railways (Convention on International Carriage by Rail) Regulations 2005, SI 2005/2092. Scope of application Under Article 1, the Rules apply: • to carriage for reward (and not gratuitous carriage) • to every contract for the carriage

This Practice Note considers the regimes covering carriage of goods by road both in the UK with no international element and also overseas where there is an element of international carriage of goods under the Convention on the Contract for the International Carriage of Goods by Road (CMR Convention). It explains the liability of the carrier and measure of damages at common law, and the interplay with widely used hauliers’ standard terms. The CMR Convention is explained, an explanation of multimodal transport is provided, and limitation of liability, jurisdiction and time bars under the CMR Convention are also discussed. The Practice Note also provides an introduction to the consignment note, liability for loss or delay in transit and the defences available to the carrier. This Practice Note will consider the regimes covering: • carriage of goods by road within the jurisdiction • international carriage of goods under the CMR Convention In

This Practice Note explains the law relating to charterparties in the context of an arrangement for the carriage of goods by sea. It explains the key features of voyage charters, time charters, bareboat charters and slot charters and the damages for breach of charter in relation to each type. Brief notes in relation to current legal issues in relation to charterparties are provided in conclusion. A significant volume of goods are transported every day by sea, engaging the terms of a significant number of charterparties. This activity, combined with the inherent risks of transport by sea, contributes towards the occurrence of legal disputes in this dynamic area of law. A charterparty (or ‘charter’) is a contractual document setting out the terms on which a shipowner will allow use of their vessel by persons requiring a ship for a specific time or voyage. Charterparties are: • usually for the capacity of an entire ship,

This Practice Note explains the Hague-Visby Rules (the rules) which are international rules for the carriage of goods by sea and enacted into English law by the Carriage of goods by Sea Act 1971 (CGSA 1971). The Practice Note covers the scope of the Rules, the carrier’s responsibilities under them, the carrier’s limitations of liability and immunities available under the Rules, and the relevant time bars. The Rules can be found in three international treaties: • the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (1924) (Hague Rules) • the Protocol to Amend the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (1968) (The First Visby Protocol) • the Protocol Amending the International Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (1979) (The Second Visby Protocol) The Rules refer

A specific type of performance fee which should reflect the long term performance of a fund. It is a contingent, subordinated right to share in the profits of a private equity fund, which acts as an incentive for private equity executives. The holders of carried interest do not start to share in returns until investors have received (broadly) an amount equal to their original investment plus an additional return (preferred return or hurdle) on their capital. Carried interest is normally expressed as a percentage of the total profits of the fund. The industry norm is 20% with the fund manager therefore receiving 20% of the profits generated by the fund.

A contingent, subordinated right to share in the profits of a private equity fund, which acts as an incentive for private equity executives. The holders of carried interest do not start to share in returns until investors have received (broadly) an amount equal to their original investment plus an additional return on their capital. Carried interest is normally expressed as a percentage of the total profits of the fund. The industry norm is 20% with the fund manager therefore receiving 20% of the profits generated by the fund (although this will not always be the case, as some negotiations with investors will result in a lower percentage).

A clawback provision (usually seen where a fund uses a deal-by deal model) that ensures that the carried interest partner does not receive more than its agreed percentage of carried interest over the life of the fund. So, for example, if it receives 21% of the partnership’s profits instead of the agreed 20%, limited partners can claw back the extra 1%.