Hogan Lovells
35 Experts
5 Contributions by Hogan Lovells
PRACTICE NOTES
1. What is the applicable legislation?
Foreign investment control in Germany is chiefly regulated by:
Foreign Trade and Payments Act (Außenwirtschaftsgesetz—AWG)
Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung—AWV)
The AWG sets out the core framework for screening, covering the legal and procedural consequences of reviews, relevant deadlines, and penalties for violations.
The AWV operationalises the AWG, notably specifying which categories of investments are generally reviewable and which face tighter scrutiny.
Although both the AWG and AWV have undergone substantial reform in recent years, the AWV is revised more often, as the Federal Government may implement changes without parliament. The latest AWV amendment was adopted in December 2022.
In practice, the Act on the Federal Office for Information Security (Gesetz über das Bundesamt für Sicherheit in der Informationstechnik—BSIG) and its subordinate Ordinance on the Identification of Critical Infrastructure (Verordnung zur Bestimmung Kritischer
Competition
PRACTICE NOTES
NOTE—to see whether notification thresholds in Germany and throughout the world are met, see further: Where to Notify.
1. Have there been any recent developments regarding the German merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in Germany?
Since the 11th Amendment to the Act against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) (ARC) entered into force on 7 November 2023, there have been no material revisions to the German merger control framework. That amendment, among other measures, lowered the standard thresholds triggering a filing obligation (see further: Question 4).
No fresh initiatives have been announced—still less any draft bill—heralding another reform. The Coalition Agreement of the current governing parties, which sets the programme through to the next regular federal election in autumn 2029, likewise does not anticipate a new overhaul. In addition, the
Competition
PRACTICE NOTES
A Shari’ah compliant leasing agreement
Under Shari’ah, leasing is arranged as an ijarah, which may resemble either an operating lease or a finance lease. The ijarah structure determines how the asset is treated at the close of the rental term and how value is recovered.
Operating lease: the asset is handed back to the lessor when the rental period ends (comparable to hiring a car).
Finance lease: the total rent payable equals at least 100% of the asset’s full market value and, at expiry, title may transfer to the lessee.
For further detail on these lease types, see Practice Notes: Operating leases and Finance leases.
In practical terms, arranging a Shari’ah compliant lease involves only limited departures from a conventional lease. As ijarah is used chiefly for Shari’ah compliant asset finance and residential mortgages, structures typically envisage the asset passing to the lessee on
Banking & Finance
PRACTICE NOTES
ARCHIVED: This Practice Note was archived and is not maintained.
Enforcement is a key area governed by the intercreditor agreement. This note covers:
the circumstances in which mezzanine lenders are typically able or unable to commence enforcement action
matters concerning any mezzanine option to purchase provision, and
when each class of creditor generally holds control over the enforcement strategy
The note also flags the issues most frequently negotiated in each of these areas.
For an overview of the various provisions included in intercreditor agreements, see Practice Note: Introductory guide to Intercreditor Agreements, and for an introduction focused on senior/mezzanine intercreditor arrangements, see Practice Note: Senior/mezzanine creditor intercreditor issues—introduction [Archived]. For a simple-form intercreditor agreement with accompanying drafting notes, see Precedent: Intercreditor deed—single company borrower—single secured senior lender—single secured junior lender—single unsecured subordinated lender. Further detail on payment controls and amendments to
Banking & Finance
PRACTICE NOTES
1. What is the applicable legislation?
Control of foreign direct investment (FDI) in Spain is primarily governed by:
Spanish Act 19/2003 on the legal regime of capital movements and economic transactions abroad (Act 19/2003) (Ley 19/2003, de 4 de julio, sobre régimen jurídico de los movimientos de capitales y de las transacciones económicas con el exterior y sobre determinadas medidas de prevención del blanqueo de capitales); and
Royal Decree 571/2023 of 4 July 2023 on foreign investments (Real Decreto 571/2023, de 4 de julio de 2023, sobre inversiones exteriores), in force from 1 September 2023, which develops the FDI regimes in Spain.
2. Which government or other body (or bodies) reviews foreign investments?
Under Spain’s FDI regime, procedures are generally overseen by the Directorate General for International Trade and Investments (Subdirectorate of Foreign Investments) of the Ministry for Economy, Trade and
Competition
16 Contributions by Hogan Lovells Experts
PRACTICE NOTES
Blockchain
Blockchain has surged into mainstream awareness, propelled by the meteoric rise of cryptocurrencies and a buoyant global fintech industry, with regulators across the world running or completing numerous consultations and discussions. Though blockchain and related technologies remain comparatively young, substantial investment has been directed at unlocking efficiencies and capturing the novel business models they are expected to enable. To date, attention has largely centred on technical and commercial considerations. However, for blockchain to realise its full potential it must navigate both new and existing legal and regulatory landscapes in which it will operate. The breadth of possible use cases, together with the current stage of evolution of this technology, means this Practice Note is, by necessity, a roadmap for understanding the key legal and regulatory issues that typically arise in connection with blockchain technology, rather than a set of definitive answers. The precise
TMT
PRACTICE NOTES
Directive 2001/83/EC (the Pharmaceutical Code) introduces a period of data exclusivity starting from the first authorisation of innovative medicinal products, during which the pre-clinical and clinical trial evidence produced to support that approval cannot be relied upon by any applicant seeking a marketing authorisation (MA) for a generic medicine. During this time, such data may not be cited or cross‑referred to by others at all.
Accordingly, data exclusivity provides innovative companies with assurance that the scientific material prepared for the MA of the innovative product is safeguarded and will not be used to evaluate dossiers submitted by makers of generic or biosimilar medicines until the exclusivity enjoyed by the innovative product has expired. This protection is also termed regulatory data protection (RDP).
This Practice Note sets out an overview of the relevant EU rules that govern RDP for MAs covering innovative medicinal products and
Life Sciences
PRACTICE NOTES
This Practice Note summarises the principal European Union financial sanctions relevant to financial services providers. It covers EU sanctions—most notably asset-freeze measures—and the intersecting elements of the EU anti-money laundering and countering the financing of terrorism (AML/CTF) framework. For practical guidance on the EU AML/CTF framework for financial services, see: Financial crime and sanctions (EU Law)—overview. For UK-focused guidance, see: Sanctions compliance—overview and Anti-money laundering and counter-terrorist financing (AML/CTF)—overview.
Key points
EU financial services firms must comply with a broad and increasingly complex range of sanctions. Given their risk exposure, they are expected to maintain robust sanctions compliance controls and procedures, and to meet any compliance standards set by their national regulators.
EU sanctions apply across the EU, but each Member State and its financial services regulators may issue their own guidance, compliance best practice, and
EU Law
PRACTICE NOTES
ARCHIVED: This Practice Note is archived and not maintained.
What is the status of EU law in English law?
EU law has formed part of UK law since the UK joined the European Economic Community in 1973. Accordingly, EU law can be relied upon in judicial review in the English courts:
as a basis for contesting domestic law or a decision of a public authority
to steer the interpretation of domestic legislation (primary or secondary)
where domestic law or a public body’s decision rests on EU legislation that a claimant seeks to impugn as invalid
The use of EU law in the English courts has also shaped judicial review procedure. This Practice Note primarily examines the effect of EU law on judicial review while the UK was an EU Member State. The final section, however, considers the position after the UK’s withdrawal from the EU.
EU law was brought into UK
Public Law
PRACTICE NOTES
Practice Note
Within the EU, medical devices are strictly overseen by legislation that manages safety and performance throughout the whole lifecycle and across the full product lifetime, spanning pre- to post-market stages. This Practice Note outlines the regime established by Directive 93/42/EEC on medical devices (MDD), Directive 90/385/EEC on active implantable medical devices (AIMDD), which applied until 25 May 2021, and Directive 98/79/EC on in vitro diagnostic medical devices (IVDD), which remained in force until 25 May 2022; collectively, the MD Directives. The MD Directives continue to matter for ‘legacy’ devices that were authorised under them for placement on the EEA market before the new rules started to apply. They will also persist as points of reference for several years for particular legacy devices, for differing durations, pursuant to transitional provisions. This Practice Note sets out how devices were
Life Sciences
PRACTICE NOTES
Across both advanced and developing nations, the commerce in falsified medicinal products is a global problem. The labels ‘falsified medicines’ and ‘counterfeit medicines’ must not be conflated—falsified medicines are fake items crafted to imitate genuine treatments, while counterfeit medicines are those that breach trade marks or other intellectual property rights.
This Practice Note reviews the regulatory changes introduced by Directive 2011/62/EU on preventing the entry of falsified medicinal products into the legitimate supply chain (the Falsified Medicines Directive, FMD), aimed at addressing the growing incidence of falsified medicines. It first explains the meaning of ‘falsified medicinal product’, then outlines the FMD’s measures, including:
tighter oversight of active substances
duties placed on participants within the supply chain
safety features added to medicinal product packaging
a common logo for websites that sell medicinal products
This Practice Note also sets out an overview of the EU and UK
Life Sciences
PRACTICE NOTES
This Practice Note addresses influencer marketing in Germany. It is written for social media talent (influencers) and for brand owners running advertising campaigns. It concentrates on labelling and disclosure obligations, the sanctions that may follow, and the way disclosure is regulated. It also looks at whether copyright subsists in sponsored material and highlights key clauses typically found in the relevant agreements.
The nature of social media influencers
Influencer marketing is a prevalent advertising method in which businesses engage an individual—the influencer—to endorse their products (Higher District Court of Hamburg GRUR-RS 2020, 18139, para. 55; Zurth/Pless, ZUM 2019, 414 (414 et seq.)). Influencers are attractive contractual and promotional partners because they may have amassed either a very large audience delivering wide reach (so‑called celebrity influencers) or a smaller, homogeneous community focused on a shared topic (so‑called
TMT
PRACTICE NOTES
This Practice Note outlines how crowdfunding is overseen in Ireland pursuant to Regulation (EU) 2020/1503 (the ECSP Regulation) together with SI No 702/2021 European Union (Crowdfunding) Regulations 2021 (Ireland) (SI 702/2021 (IRL)). It should be read alongside the Practice Notes: EU Regulation of crowdfunding-the ECSP Regulation; the MiFID II Crowdfunding Directive; and The UK regulation of crowdfunding platforms-essentials. Equity crowdfunding and peer-to-peer business lending in Ireland Before the ECSP Regulation took effect, equity crowdfunding and peer-to-peer business lending (P2P lending) in Ireland fell outside regulation unless the platform also provided other linked regulated activities, for example payment services or investment services under the Markets in Financial Instruments Directive (2004/39/EC) (MiFID). As an element of its 2017 Action Plan under the International Financial Services 2020 Strategy, which set a long-term vision for the growth of Ireland’s international financial services industry, the Irish
Ireland - Banking & Financial Services
PRACTICE NOTES
Interested parties
In the context of judicial review, an interested party refers to any person—other than the claimant and defendant—who is directly affected by the claim. Where a judicial review claim is connected to proceedings in a court or a tribunal, every other party to those proceedings will qualify as an interested party in the review; eg if a defendant in a criminal case in the Magistrates or Crown Court brings a judicial review of a decision in that case, the prosecution must always be named as an interested party in the judicial review claim. A person is regarded as directly affected if they are affected without the intervention of any intermediate agency, that is, without the involvement of any intervening body. For example, in R v Rent Officer Service, ex parte Muldoon, a local housing authority’s decision not to pay a housing benefit was
Public Law
PRACTICE NOTES
This Practice Note is primarily intended for brands that are planning to work with influencers (or other talent) on social marketing campaigns and advertising promotions within China.
Influencer endorsement
Influencer ‘endorsement’ is chiefly governed and supervised under the Chinese Advertising Law (CAL), which is the principal body of legislation regulating commercial advertising activities across China. The CAL applies widely to commercial advertising where commodity traders or service providers, whether directly or indirectly, present goods or services they market within China. Until 2015, the CAL contained no clauses concerning endorsements or influencer activity. When the CAL was updated in 2015, however, a definition of ‘endorsers’ and tailored provisions addressing endorser conduct were introduced. Endorsers are described in a broad, neutral manner as: ‘natural persons, legal persons or other organisations other than advertisers that recommend or demonstrate products or services in their name or image in
TMT
PRACTICE NOTES
ARCHIVED
This Practice Note is archived and no longer updated. On 27 March 2013, the London Stock Exchange (LSE) unveiled the High Growth Segment of its Main Market (HGS). The LSE closed the HGS on 29 July 2024 after amendments to the listing rules, particularly changes to the shares in public hands requirement, rendered the HGS unnecessary.
Background
The HGS was conceived as a springboard for high-growth UK and European companies with bold expansion plans and a possible route to the Official List (Official List) of the Financial Conduct Authority (FCA). The HGS enabled a company to:
secure funding on a public marketplace
implement suitable standards of investor protection
generally put their affairs in order before they qualify for a listing on the Official List
The HGS sat alongside the LSE’s main market for listed securities (Main Market) and AIM, widening the choice of
Corporate
PRACTICE NOTES
STOP PRESS
Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline fundraising and markedly cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue, and in the UK reduce prospectus requirements accordingly. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note records the prospectus regime as it stood before 19 January 2026. It also outlines the cash box structure and the
Corporate
PRACTICE NOTES
STOP PRESS
Major changes to the UK prospectus framework took effect on 19 January 2026. The fresh regime for public securities offers and UK admissions to trading sits mainly in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are repealed. The package aims to streamline capital raising and markedly cut the instances where an issuer must produce an FCA approved prospectus for a further share issue. For comprehensive detail see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026.
What are the purpose of selling restrictions?
Buying financial instruments, such as equity securities (for example, shares), can be intricate and outcomes uncertain, especially for less
Corporate
PRACTICE NOTES
This Practice Note examines the regulatory information services regime through which an issuer (whose transferable securities are admitted to trading on a UK regulated market) must make regulated information public. It focuses on the functions of the regulatory information service (RIS) and primary information provider (PIP), and outlines the principal continuing obligations, together with the approval process and supervisory framework for a PIP.
What is regulated information?
Regulated information covers all information that an issuer, or any other person who has sought admission of financial instruments to trading on a regulated market without the issuer’s agreement, is required to disclose under:
the Disclosure Guidance and Transparency Rules (DTR);
articles 17 to 19 of Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation);
the UK Listing Rules (UKLR).
This includes inside information, financial results and disclosures of trading in shares. Such
Corporate
Q&As
Offer to the public
Under section 85(1) of the Financial Services and Markets Act 2000 (FSMA 2000), making an offer of transferable securities to the public in the UK is unlawful unless, before the offer, an approved prospectus has been made publicly available (the Public Offer Requirement). This statutory prohibition bites unless that prospectus is available to the public ahead of the offer being made, as required by FSMA 2000. For FSMA 2000, s 102B, an ‘offer of transferable securities to the public’ covers any communication to any person that provides enough detail about the securities and the terms of the offer to allow an investor to decide whether to acquire or subscribe for them. Such a ‘communication’ can be in any form and via any medium, but does not include communications linked to trading on a regulated market, a prescribed market or a
Corporate
CHECKLISTS
Checklist: evidence and disclosure in judicial review
This Checklist highlights core points on evidence and disclosure that parties should address before and during judicial review. It is a launch pad, not a comprehensive guide. Parties must continually monitor applicable deadlines and procedural rules. See Practice Note: Judicial review-time limits and the pre-action protocol.
Party Action Considerations and steps
Claimant
Consider exercising statutory rights to information before writing a letter before claim
Prior to sending a letter before claim, a claimant may obtain information from a public body under the UK General Data Protection Regulation, Assimilated Regulation (EU) 2016/679 (the UK GDPR) (where they are the data subject), the Freedom of Information Act 2000 and/or the Environmental Information Regulations 2004, SI 2004/3391 (for environmental matters). For more detail, see:
Data protection regime-overview
Freedom of
Public Law
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