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Generative AI
Artificial intelligence (AI) raises many intellectual property (IP) issues.
Publication | May 2021
On April 30, 2021, the Financial Conduct Authority (FCA) published Consultation Paper CP 21/10 proposing changes to aspects of the Listing Rules that apply to special purpose acquisition companies (SPACs). SPACs are companies formed to raise money from investors, which they then use to acquire another operating business. While SPACs are already permitted to list in the UK, the changes the FCA are proposing are aimed at encouraging a wider range of SPAC listings with stronger investor protection features.
Currently a SPAC’s listing is typically suspended at the point it identifies an acquisition target. Suspension seeks to preserve market integrity during a period when limited information on a prospective deal could result in disorderly trading in a SPAC’s shares. However, the FCA note that suspension results in investors being locked into a SPAC at the point a target is announced, potentially for many months prior to completion, which is undesirable for investors and issuers. The FCA are proposing that SPACs that comply with higher levels of investor protection should not be subject to this requirement.
The features the FCA are proposing include the following:
For more information on this consultation, see our briefing on the subject.
(FCA, Investor protection measures for SPACs – Proposed changes to Listing Rules, CP21/10, 30.04.2021)
The National Security and Investment Bill (NS&I Bill) received Royal Assent on April 29, 2021, and the National Security and Investment Act 2021 has now been published.
The Act introduces a significant change in approach in terms of the requirement on companies to notify certain deals in 17 “sensitive” sectors under mandatory elements of the new regime, which are very broad and which are backed by the power to impose significant financial and criminal penalties for failure to comply. However, the final mandatory regime is narrower than it might otherwise have been – the lowest percentage threshold triggering a mandatory notification under the Act requires an acquisition of more than 25 per cent of votes or shares in a qualifying entity, whereas the NS&I Bill had proposed a lower threshold of 15 per cent.
The Act also includes a voluntary notification regime, capturing a broad range of transactions (including acquisitions of assets such as land and IP), which could be called-in for review if not voluntarily notified.
Although the NS&I Bill has received Royal Assent, the new regime will not come into force until towards the end of the year. However, transactions where a relevant “trigger event” occurs on or after November 12, 2020 could be called-in for a retrospective review once the new regime commences.Further information on the Act will be provided in a briefing shortly. Our briefing on the NS&I Bill is here.
(National Security and Investment Act 2021)
(BEIS, National security bolstered as Bill to protect against malicious investment granted Royal Assent, 29.04.2021)
The Financial Services Bill 2019-21 received Royal Assent on April 29, 2021 and the Financial Services Act 2021 has now been published. As far as the corporate aspects of the new Act are concerned, one section relates to insider lists and transactions by persons discharging managerial responsibilities (PDMRs) and another concerns the sentence for criminal market abuse.
The relevant sections are as follows:
Section 30 will come into force on June 29, 2021. Section 31 will come into force in due course as determined by HM Treasury.
(Financial Services Act 2021)
(HM Treasury, Milestone for UK financial services as Bill receives Royal Assent, 29.04.2021)
On May 5, 2021 the European Securities and Markets Authority (ESMA) updated its Questions and Answers (Q&A) on the Prospectus Regulation with the addition of three new Q&A.
The new Q&As provide clarifications on the following aspects:
(ESMA, Questions and Answers on the Prospectus Regulation, 05.05.2021)
Publication
Artificial intelligence (AI) raises many intellectual property (IP) issues.
Publication
We are delighted to announce that Al Hounsell, Director of Strategic Innovation & Legal Design based in our Toronto office, has been named 'Innovative Leader of the Year' at the International Legal Technology Association (ILTA) Awards.
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On 6 September 2022, the European Commission (EC) prohibited Illumina’s acquisition of Grail, bringing to an end the administrative stage of a legal saga that has attracted interest beyond competition law specialists.
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