K&L Gates
9 Experts
2 Contributions by K&L Gates
PRACTICE NOTES
From a competition law perspective, transaction agreements (for example, a sale and purchase agreement) usually contain three main categories of provisions:
merger control conditions to closing
competition warranties
non-compete covenants
For this Practice Note, the parties are called the 'seller' and the 'buyer' (though comparable considerations commonly apply to joint venture participants). For sample clauses suitable for sale and purchase agreements, see Standard competition law clauses for sale and purchase agreements.
Note—where an offer is made for a target (or potential target) with securities admitted to trading on a UK regulated market or multilateral trading facility, or on any stock exchange in the Channel Islands or the Isle of Man, the Takeover Code may apply (see Merger control and the Takeover Code). For further guidance on competition law points to address during a corporate transaction, see the checklist.
Merger control conditions to closing
It is typical for the parties to agree that
Competition
PRACTICE NOTES
ARCHIVED: Revised Horizontal Guidelines were published in the Official Journal on 21 July 2023.
This Practice Note was prepared with the earlier Horizontal Guidelines in mind and is not maintained. For the most up to date material, please refer to the relevant section in Practice Note: Analysing horizontal co-operation agreements under EU competition law.
Joint purchasing agreements are arrangements through which two or more undertakings—often a considerable number—agree to buy together all or part of their product needs.
These agreements can produce meaningful benefits for consumers and markets. They may secure cost efficiencies, such as lower purchase prices and reduced transaction, transport and storage costs, stemming from the parties’ greater purchasing power and economies of scale, with savings then passed on to customers.
They can also provide qualitative advantages, for instance by encouraging suppliers to innovate and to introduce new or improved products into the
Competition
5 Contributions by K&L Gates Experts
PRACTICE NOTES
COVID-19 as a recent example of a significant market disruption
In early 2020, the oil sector grappled with dwindling storage capacity amid oversupply, collapsing prices and a sharp fall in demand. Operators and supply chain companies scaled back activity and investment to safeguard cash flows.
Capital expenditure was cut by tens of billions of dollars.
Contracted rigs were suspended, cold-stacked or cancelled.
Offshore field developments were postponed.
Decommissioning and abandonment were brought forward.
At the same time, coronavirus spread through offshore installations and vessels. Under normal conditions, around 11,500 people would be working on North Sea projects at any given moment; by 20 March 2020 this had fallen by 4,500 (about 40%), according to Offshore Energies UK (formerly Oil & Gas UK). This triggered difficult logistical calls: what if the required expertise is quarantined? What happens when contracted service providers cannot fulfil their obligations, or operations on a rig or
Energy
PRACTICE NOTES
Practice Note
This Practice Note assists with applications seeking the courts’ permission to serve a claim form outside the jurisdiction of the courts of England and Wales (referred to in this Note as the English courts). Such applications are usually determined without notice and on the papers. The Note addresses when the application should be made, the documents that must accompany it, and the matters to consider when completing the papers. It also explains the steps to take if permission is granted. In practice, permission is almost invariably given unless there is a clear and obvious defect in the application...
Dispute Resolution
PRACTICE NOTES
This Practice Note examines the need to complete Court Form N510 (Notice for service out of the jurisdiction where permission of the court is not required) when serving a claim form outside the jurisdiction without the court’s permission. It explains what Form N510 is and the situations in which it must be used. It then outlines the sections to complete, which differ depending on the jurisdiction where service will take place. It also highlights key considerations when preparing Form N510 and sets out the consequences of completing it incorrectly. Finally, it confirms when the form must be filed and served, and what happens if this does not occur. For guidance on whether the court’s permission is needed to serve a claim form outside England and Wales, see Practice Note: Cross-border service—is permission required to serve a defendant who is outside England and
Dispute Resolution
PRACTICE NOTES
For many years, technology has, to varying degrees, been used at every phase of arbitration. The coronavirus (COVID-19) crisis, with its travel bans and lockdowns, forced a sharper emphasis on how practitioners and arbitrators could deploy technology to ensure fair and efficient proceedings across the globe. In addition, swift advances in tools adopted by clients and the legal sector (including developments in artificial intelligence (AI)), coupled with rising cost and ESG pressures on practitioners, have thrown a clear spotlight on the manner in which technology is applied in arbitration. Historically, when speaking about technology in arbitration, people have tended to think chiefly of e-discovery, electronic bundling, and remote or hybrid hearings. Yet technological considerations should, and do, permeate almost every facet of an arbitration, from the arbitration agreement and assessment of the relevant laws and procedural rules, to the choice of
Arbitration
PRACTICE NOTES
Scope
The UK’s decommissioning framework spans offshore oil and gas installations and offshore submarine oil and gas pipelines. It gives effect to the UK’s obligations under the 1992 Convention for the Protection of the Marine Environment of the North East Atlantic (OSPAR), and also implements duties under the 1982 UN Convention on the Law of the Sea. For further detail on UK government policy on decommissioning and the underpinning international law, see Practice Note: Decommissioning—International Law and UK Government Policy.
In May 2021, the North Sea Transition Authority (NSTA) (formerly known as the Oil & Gas Authority) released its Decommissioning Strategy to drive cost efficiencies across decommissioning and to articulate its view that decommissioning should aid the energy transition. This can be achieved by assessing decommissioning alongside potential re-purposing of wells and structures (for example, for carbon capture and storage, or for future hydrogen use). The
Energy
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