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US/UK M&A: Price Adjustment Mechanisms - The Locked Box
04 April 2024Price adjustment mechanisms are common in both UK and US style M&A transaction documents to determine the final price that the buyer pays. However, the manner in which the price adjustment is achieved varies; in the US, a closing accounts mechanism is generally used, and although these have remained common in the UK, in recent years we have seen increasing use of “locked box” mechanisms in UK style share purchase agreements governed by English law.
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US/UK M&A: Risk Allocation
18 March 2024In our second article in the US/UK M&A series, we explore deal certainty, the different appetite for risk and measures that are used to apportion risk between the parties.
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US/UK M&A: Introduction
21 September 2021One of the constant themes of mid-market M&A in the UK is the significant activity generated by US-based buyers acquiring British targets. The US is, by some distance, the single largest holder of foreign direct investments (FDI) in the UK (holding over US$800bn), and those investments represent around 12% of total global US FDI holdings and around 25% of total US FDI in Europe. That translates into a constant stream of acquisition activity here in the UK by both corporate and financial buyers from the US seeking either to expand their access to transatlantic markets or to access British technology and products.
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SPACs post-Hill: a blank cheque to growth?
29 March 2021Lord Hill published the “UK Listing Review” on 3 March 2021. This proposed 15 recommendations to the UK Listing regime. This article focuses on those which we all hope may result in a greater number of SPAC listings in London.
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Lewis Silkin advises Metapraxis on investment from Avant Corporation
05 March 2021Lewis Silkin has advised financial software analytics firm Metapraxis on an equity investment and secured convertible loan facility from Avant Corporation.
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The Future Fund: can it be both a success and a failure?
29 May 2020The UK Government opened its Future Fund for applications on 20 May. It is widely reported that on the first day applications for its matched funding exceeded £500m. These applications are to be processed and, if successful, funds are to be released within 21 days. This all sounds impressive, but there are siren voices. Why is that?
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Financial support for SMEs: the Bounce Back Loan Scheme (BBLS)
04 May 2020100% Government-backed loans of up to £50,000 for small and medium businesses
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Her Majesty’s Government enters the VC market
24 April 2020The UK Government is now to become the latest VC to provide finance to start-ups, but what are the terms of this support? Is this finance likely to be useful or are those terms overly punitive? Will this impact on the terms available from existing investors? We analyse this below.
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Government announces new £250m ‘Future Fund’ to support start-ups and growth companies
20 April 2020Details were published today, 20 April 2020, of the Government’s plan to make investments in growth companies hit by the coronavirus and the drastic reduction in venture capital investment.
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Convertible loan notes and/or advance subscription agreements as a source of emergency funding: FAQs
07 April 2020Convertible loan notes and advance subscription agreements are typically used as alternatives to equity fundraising by growth companies or more established businesses looking for short term financing to get them to their next equity round (so-called “bridge financing”)
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Expansion of HMRC’s “Time to Pay” Arrangements during the Covid-19 Outbreak
27 March 2020Due to the immediate and stark effect that the Covid-19 outbreak is having on a lot of businesses, the Government has reminded everyone that it often reaches arrangements with businesses in financial distress for deferred payment of their tax liabilities. While this facility is not new, the Government expects the demands on the service to increase dramatically and is therefore scaling up its capacity to deal with new enquiries.
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Financial support for larger firms: The COVID-19 Corporate Financing Facility
26 March 2020The COVID-19 Corporate Financing Facility (CCFF) is a quick and cost-effective way to raise working capital for those large businesses which need it.
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Reviewing your existing financing arrangements in light of COVID-19: FAQs
26 March 2020Many of our clients are concerned about the effect of the current economic climate on the financial health of their businesses. We recommend that companies should consider reviewing their existing financing documents to identify any risks of potential defaults occurring and to decide how best to proceed. We have put together the following guide to help answer the most frequently asked questions we receive on this topic.
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Social distancing and the use of electronic signatures
25 March 2020With vast numbers of people now working from home due to COVID-19 restrictions, finding more convenient methods of making binding transactions which are recorded in writing has become a priority.
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Types of directors: myths and common pitfalls
25 March 2020Below we answer some of the most common questions and address frequent pitfalls in the often-confusing realm of company directors.
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Effect of Coronavirus on financial reporting
18 March 2020The Financial Reporting Council (FRC) has published fresh guidance on issues arising from the Covid-19 pandemic.
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Brexit – the prospective changes in company law for private and overseas companies
05 February 2020This article is to update you on, and explain the expected timing as to, the changes in company law for private and overseas companies to be brought about by the UK’s withdrawal from the EU. In practice, only companies with a connection to the EEA will be impacted and the action points for them will be fairly minimal.
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Does your company use email for sending documents or information to shareholders?
22 January 2020If so, do you have the necessary consents in place?
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Brexit – the post Halloween picture as to the minor changes in company law for private and overseas companies
01 November 2019Now that we didn’t leave the EU on 31 October 2019, this article is to update you on, and explain the timing as to, the few changes in company law for private and overseas companies, to be brought about by the UK’s withdrawal from the EU. In practice, only companies with a connection to the EEA will be impacted and the action points for them will be fairly minimal.