Olswang Corporate Quarterly - Summer 2013

This article was produced by Olswang LLP, which joined with CMS on 1 May 2017.

Welcome to the Summer 2013 edition of Olswang Corporate Quarterly

In this issue we cover the following topics:

• Material adverse change clauses: a recent case gives rare guidance on interpretation Material adverse change (or MAC) clauses are commonly found in finance and corporate agreements. A recent decision involving a MAC clause in a loan agreement provides some helpful guidance as to how such clauses might be interpreted in an area where there has been little case law to date. We look at the practical implications for borrowers and those negotiating such provisions in other types of agreement.

• Cyber risk: a business-critical issue for company boards According to a recent Government survey, 93% of large organisations and 87% of small businesses suffered at least one information security breach in the last year. The total cost amounted to billions of pounds. We look at the risks businesses are facing and give some practical tips on how to manage those risks.

• Employee shareholder status: a new management incentive tool? From 1 September 2013, companies and their employees will be able to enter into "employee shareholder agreements". In exchange for giving up certain statutory employment rights, employees will be able to acquire shares in a tax-efficient manner. Although, in terms of their application to the wider employment market, the proposals have received a lukewarm reception, the new law may instead offer a highly efficient vehicle to deliver equity interests to senior executives.

• Defined contribution pension schemes: the Government's drive for "quality" Hot on the heels of the Government's recent call for evidence on quality standards relating to defined contribution (DC) pension schemes, follows a draft code of practice from the Pensions Regulator. We look at the implications of both for employers and trustees.

• Changes to Spanish law may leave UK investors on the hook for unpaid Spanish tax The Spanish Government has recently widened the powers of the Spanish tax authorities to make claims against the shareholders of a Spanish company for unpaid tax. UK shareholders in Spanish companies should review their arrangements and take advice on the possible implications of this new law.

Did you know…? Some practical points for companies

Some practical points for companies covering an update on the balance sheet test for insolvency following the Supreme Court's decision in the Eurosail case, some significant new proposals from the Government designed to enhance the transparency of UK company ownership and increase trust in UK business and further proposed tax reliefs designed to encourage companies to put in place indirect employee ownership structures.