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Mergers The Commission approved: the joint control acquisition of SSCP Build HoldCo AB by Integrity Lux Bidco S.à r.l. and SSCP Build Holdings SCA (M.12194) following a phase I investigation—see also Midday Express the acquisition of sole control of Reinhard Wolf GmbH & Co.KG and Wolf Nürnberg Immobilien GmbH & Co...
In this issue: Advertising, marketing and sponsorship Consumer protection Contracts E-commerce Sale and supply of goods LexTalk®Commercial: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&As Advertising, marketing and sponsorship HFSS promotion, placement and advertising—where are we now? In recent years the government has rolled out measures intended to curb the promotion, positioning and advertising of food and drink high in fat, salt or sugar (HFSS). The objective is to address childhood obesity and put children’s health first by limiting children’s exposure to HFSS products in physical retail, on TV and online. While part of the regime is already operative, other elements have been deferred owing to factors such as rising food prices and cost of living pressures. In this article, Simon Jupp and Emma Sims of Taylor Wessing summarise the rules and confirm their status as at September 2025. See News...
What, then, happens when an insurance policyholder’s entitlement to cover hinges on an asserted drafting slip in the policy text, such that the document fails to capture the parties’ true or objective intention? This piece considers two Court of Appeal of England and Wales authorities—Project Angel Bidco Ltd (In Administration) v Axis Managing Agency Ltd and Bellini (N/E) Ltd v Brit UW Ltd—delivered in May and April 2024, respectively—which clarify and shed light on the court’s stance when faced with that problem and comparable scenarios arising in practice. Those rulings make plain that the court is disinclined to correct supposed errors by interpretation unless there is a plainly obvious mistake with an equally obvious cure, readily apparent on the face of the wording. Before turning to the recent Court of Appeal judgments, it is helpful to revisit the High Court of Justice of England and Wales’ July 2023 judgment in George on High Ltd & George on Rye Ltd v Alan Boswell Insurance Brokers Ltd and New India Assurance Company...
Dobbies Garden Centres Limited sought a Part 26A restructuring plan at a convening hearing in October 2024 and a sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key headline points are set out below (capitalised terms not defined here have the meanings given in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For an in‑depth analysis of key metrics from RPs filed in England & Wales in 2023, together with commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline...
This glossary sets out many of the expressions commonly used in the leveraged finance market. Words appearing in the definitions in bold are defined elsewhere in this glossary. For further banking terminology, please refer to the main Banking & Finance Glossary... Acquisition finance glossary—A Acceleration Acceleration is the formal action taken by the agent, on the instructions of the majority lenders, following an event of default, such as making a demand for early repayment of the loan. See Practice Note: Accelerating a loan for more information... Accordion feature/accordion facility An accordion, also called an incremental debt feature, is a mechanism in the facilities agreement that, provided specified conditions are satisfied (for example, pro forma compliance with a leverage test), permits those lenders under the facilities agreement who wish to do so to advance additional debt. The terms for that extra debt are typically captured in an increase notice. This accordion or incremental debt flexibility is different from structural adjustment, which usually requires the majority consent...
This Practice Note outlines what constitutes a public to private (P2P) deal and the relevant UK regulatory framework in brief. It also highlights particular matters a P2P can trigger under the City Code on Takeovers and Mergers (the Code) and addresses, among other things, directors’ duties. Public to private transactions Types of public to private transactions A public to private transaction (also referred to as a 'P2P' or a 'take-private' transaction) typically entails an offer for the entire issued share capital of a listed target company (the offeree) by a newly formed company established to act as the bidding vehicle (Bidco), owned by a private equity firm and members of the offeree’s management team in tandem (the offeror). The offeree will ordinarily be de-listed (for example, from the Main Market or AIM) and ultimately re-registered as a private company. Generally, the private equity fund will take a majority interest in Bidco (seeking full control), while a small proportion of Bidco shares is offered to the relevant members...