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Re Compound Photonics Group Ltd: Shareholders' Agreements and duties of good faith
In our Dispute Resolution 2022 Yearbook, we discussed the recent trend whereby minority shareholders rely on claims for breaches of a duty of good faith as the basis for an unfair prejudice petition. In this case, in the context of such a petition, the Court of Appeal construed an express duty of good faith in a shareholders' agreement, and provided some guidance as to the approach to interpreting such clauses.
In case you missed it...
Financial Services Regulation 2023 - New Year briefing
To improve is to change; to be perfect is to change often.
Human Rights – time to refresh your corporate policies and procedures?
As legislators and regulators increase their focus on human rights and good governance, the UN Principles for Responsible Investment ("UNPRI"), an international organisation that works to promote the incorporation of environmental, social and governance (ESG) factors into investment decision-making, announced at the end of last year the creation of a new collaborative stewardship initiative, Advance.
FTX: A matter of trust
A failure of trust?
Trust has been a key theme that has emerged in crypto in 2022. Going back to the original Bitcoin "White Paper"1, the very stated purpose of crypto and blockchain technology was to transcend a "trust based model" of the traditional financial system to enable payments – and later, with the development of smart contract platforms such as Ethereum, more complex transactions – to be entered into and executed without reliance on trust in counterparties and intermediaries, those being replaced by code and distributed consensus.
What's Happening in Pensions - Issue 99
COP15: Potential positive outcomes for the protection of nature
Last week one of the most significant conferences related to biodiversity concluded in Canada. COP15 has come shortly after the close of COP27 and attendees sought to agree a new set of goals to hopefully halt and reverse the worrying loss of natural capital that our planet is currently facing.
Scanning the Real Estate horizon: look before you leap!
In this briefing we look at some of the key changes to law and practice that we anticipate taking place in 2023 which will affect the real estate sector, focussing on real estate development, real estate investment, real estate M&A, real estate occupiers, the senior living sector and the private rental sector.
Travers Smith's Sustainability Insights: Greenwashing and the regulation of fund names in the EU
A regular briefing for the alternative asset management industry.
Court of Appeal clarifies the ambit of litigation privilege in Loreley Financing (Jersey) No 30 Ltd v Credit Suisse Securities (Europe) Ltd
The appeal concerned two issues. The first issue was the scope of litigation privilege – the respondent defendants ("the Bank") sought to know which individuals were authorised to give instructions in relation to the proceedings on behalf of the appellant claimant ("Loreley"). Loreley claimed that this information was privileged.
Employment Winter Newsletter 2022
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High Court orders "mass disclosure": parties only to exclude unequivocally irrelevant documents
In a recent judgment given in the context of a case involving competition and intellectual property claims, Mr Justice Marcus Smith adopted a striking and unconventional approach to disclosure, placing the burden of a relevance review on the receiving party, not the disclosing party. Having originally ordered the parties to follow the "standard" PD51U (now PD57AD) disclosure model, the judge subsequently replaced this with a regime where the parties were required to conduct a disclosure review, targeted not at the identification and disclosure of relevant documents, but at the narrow exclusion of unequivocally irrelevant, and privileged, documents, with all other documents to be provided for inspection.
More delays to UKCA marking requirements
Last month the UK Government announced it will give businesses another two years to apply the new UKCA product safety markings and continue to recognise the EU CE mark during the extended transitional period.
Online sales: do countdown timers break consumer law? - CMA investigates Emma Sleep
The Competition Markets Authority (CMA) is investigating whether online mattress and bed seller Emma Sleep has breached consumer law by making misleading claims about urgency, including the use of countdown timers for discounted deals. This investigation may be the start of a wider crackdown by the CMA on potentially harmful online selling practices.
No Christmas (expert) shopping here: University of Manchester v John McAslan & Partners Limited & Laing O'Rourke Construction Limited 
Edinburgh Reforms: PRIIPs update
PRIIPs is dead. Now is the chance to get a proper replacement.
Edinburgh Reforms: VAT treatment of fund management services
The Chancellor has today announced the Edinburgh Reforms, a package of measures designed to drive growth and competitiveness in the financial services sector. You can read our summary of these measures.
UK Government announces financial services reforms
The UK Government has today announced a package of reforms to UK financial services regulation. It mostly consists of promises to consult on specific areas for reform over the next couple of years.
Good governance: the legal bedrock of ESG
Read the full PMI Environmental, Social & Governance (ESG) Report 2022 here: Environmental, Social & Governance (ESG) Report - The Pensions Management Institute (pensions-pmi.org.uk)