Public M&A EP35: Panel Practice Statement on unlisted share alternatives

In this episode, we talk about Practice Statement 36 https://code.thetakeoverpanel.org.uk/tp/ps/ps-36.html which has recently been published by the UK Takeover Panel on unlisted share alternatives. Topics we discuss include: - what terms for an unlisted share alternative are acceptable, and what is not acceptable; - what rights can be attached to the shares; and - the disclosure required.

In this episode, Vanessa Naish and Liz Kantor are joined by their first external speaker, Kevin Nash, Director General of the London Court of International Arbitration. Kevin shares his vision for the future of the LCIA and what makes the LCIA unique, explores potential updates to its rules and offers his perspective on the vital role institutions play in international arbitration. Tune in for an informative conversation about the inner workings of the LCIA and institutional arbitration more generally.

In this episode of Inside IR, Rohan Doyle is joined by partners Anthony Wood and Wendy Fauvel to look ahead to the Federal Government's upcoming August 2025 Productivity Summit. Rohan, Tony and Wendy share what is known about the plans for the summit, and explore the all important question of what role industrial relations will play in improving the rate of productivity growth in Australia.

Marina Reason and Rakshi Kiran examine FCA consultation paper 25/15, which proposes a brand-new prudential regime for cryptoasset firms, including rules on regulatory capital. This is the first sight of a dedicated prudential framework tailored specifically for crypto firms in the UK. CP25/15 is designed to be read alongside a related FCA consultation paper (CP25/14), which proposes rules and guidance on stablecoin issuance and cryptoasset custody. We unpacked the FCA's proposals on issuing qualifying stablecoins in our recent podcast "Decrypting the FCA stablecoin rules" - https://soundcloud.com/hsfkramer/fsr-podcast-decrypting-the-fca-stablecoin-rules - and we will be considering the FCA's proposals on crypto custody in a future podcast. These FCA consultations followed publication by HM Treasury of near-final draft legislation to create new regulated activities for cryptoassets, and an FCA discussion paper (DP25/1) on regulating cryptoassets, We discussed these developments in our podcast on the Top 3 takeaways from the new crypto rules https://soundcloud.com/hsfkramer/fsr-the-new-uk-crypto-rules and our related blog post https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/uk-cryptoassets-regime-the-draft-rules-have-landed. Speakers: Marina Reason, Partner, Financial Services Regulation, London; Rakshi Kiran, Associate, Financial Services Regulation, London.

In this episode, we cross examine Tamir Maltz, Barrister at 12 Wentworth Selborne Chambers, Sydney. It would be hard to argue that there is anyone more experienced in cyber injunctions in Australia than Tamir. With over 20 years of experience, Tamir provides strategic legal advice and robust representation to clients across a variety of sectors including corporate, construction, property and technology. Tamir’s career highlights include securing the first Australian injunction against a foreign hacking group. In this podcast we talk about the motivation behind the injunction initiative, the pros / cons and how the courts are viewing these arrangements. We also look at the client benefits and when they are best utilised. Who better to explain this than the individual who first implemented this initiative here in Australia (and the leading barrister in this space). Thanks again for listening. This is Cross Examining Tamir Maltz. Here we go…

In this episode, Vanessa Naish and Liz Kantor are joined by Patricia Nacimiento, Laurence Franc-Menget, and Francis Greenway to explore recent and proposed reforms to arbitration laws in the UK, Germany, France, and Singapore. The discussion unpacks the motivations behind each jurisdiction’s legislative updates, highlights key proposals, and considers their broader implications for international arbitration practice. Whether you're a practitioner, policymaker or arbitration enthusiast, this episode offers valuable insights into the evolving global arbitration landscape.

On 3 June 2025, the FCA published PS25/5 https://www.fca.org.uk/publication/policy/ps25-5.pdf which included the final version of its updated Enforcement Guide. In Episode 7 of the FSR Brief, Jon Ford and Michael Tan discuss the key changes to the FCA's approach to transparency in relation to investigations and the other changes to the Enforcement Guide, and how these may play out in practice. For an overview of the changes, read our blog post on PS25/5 https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/fca-final-enforcement-guide

In this edition of our banking litigation podcast, we consider some recent cases that will be most relevant to in-house lawyers at banks and financial institutions. This episode is hosted by John Corrie, a partner in our banking litigation team, who is joined by Ceri Morgan and special guest Alexander Gridasov. You can find links to our blogs on the cases covered in this podcast below: County Court considers limitation period for unfair relationship claim in secret commission case https://www.hsfkramer.com/notes/bankinglitigation/2025-04/county-court-considers-limitation-period-for-unfair-relationship-claim-in-secret-commission-case Supreme Court confirms fiduciary must account even for profits that would have been made without the breach of duty https://www.hsfkramer.com/notes/bankinglitigation/2025-04/supreme-court-confirms-fiduciary-must-account-even-for-profits-that-would-have-been-made-without-the-breach-of-duty High Court grants banks' request to revoke final anti-suit injunctions in their favour but refuses to revoke declarations on jurisdiction https://www.hsfkramer.com/notes/bankinglitigation/2025-04/high-court-grants-banks-request-to-revoke-final-anti-suit-injunctions-in-their-favour-but-refuses-to-revoke-declarations-on-jurisdiction Court lambasts citation of fake authorities in proceedings and orders wasted costs https://www.hsfkramer.com/notes/litigation/2025-05/court-lambasts-citation-of-fake-authorities-in-proceedings-and-orders-wasted-costs Court of Appeal decision shows possibility of parallel proceedings inherent in asymmetric jurisdiction clauses https://www.hsfkramer.com/notes/litigation/2025-05/court-of-appeal-decision-shows-possibility-of-parallel-proceedings-inherent-in-asymmetric-jurisdiction-clauses Asymmetric jurisdiction clauses: when will they be effective? https://www.hsfkramer.com/notes/bankinglitigation/2025-04/asymmetric-jurisdiction-clauses-when-will-they-be-effective An overview of potential disputes caused by market dislocation https://www.hsfkramer.com/notes/bankinglitigation/2025-04/an-overview-of-potential-disputes-caused-by-market-dislocation Greenwashing at a glance - regulatory sanctions and claims in financial services across Europe https://www.hsfkramer.com/notes/bankinglitigation/2025-04/greenwashing-at-a-glance-regulatory-sanctions-and-claims-in-financial-services-across-europe Don't forget to subscribe to the banking litigation blog. https://hsfnotes.com/bankinglitigation/subscribe/

In this episode of the Herbert Smith Freehills Kramer 'Tax Bites' podcast, host Toby Eggleston alongside Professor Graeme Cooper and fellow partner Ryan Leslie, explore the complexities of the third party debt test as it relates to Australia's thin capitalisation rules. Key discussions include the overview and operational intricacies of the third party debt test introduced to replace the arm's length debt test, the guidance and issues arising from the ATO, and the impact of these changes on the infrastructure and property sectors. Special segments also cover the ATO's draft practical compliance guidelines on related party financing and the tax risk associated with the quantum of debt. In addition, the episode highlights updates on Section 899, U.S. tax policy interactions, and a farewell to fan favourite, Graeme Cooper after his substantial contributions to the firm. 00:10 Introduction and Welcome 00:54 Overview of Thin Capitalisation Rules 02:56 Third Party Debt Test Explained 06:11 Emerging Issues with Third Party Debt Test 12:34 Practical Challenges and Industry Reactions 20:14 Conduit Financing and Swap Costs 28:04 Draft Practical Compliance Guide (PCG) PCG 2025/D2 44:01 Closing Remarks and Farewell

Interview with Jen Sisson, CEO of the International Corporate Governance Network (ICGN) on AGMs, corporate reporting and governance reform in 2025 Speakers: Gareth Sykes, Partner and Jen Sisson, CEO of The International Corporate Governance Network