U.K. Quarterly Corporate Update, July 2022
On 11 May, Prince Charles delivered the Queen’s Speech for 2022 on behalf of Her Majesty the Queen, which outlined the Government’s legislative agenda for the coming year. This was the first Queen’s Speech since December 2019, and more significantly, the first Queen’s Speech since the U.K. officially left the EU.
The main corporate/commercial proposals are set out below.
1. Economic Crime and Corporate Transparency Bill
This Bill will supplement the Economic Crime (Transparency and Enforcement) Act 2022, which is not yet in force. The Bill follows the Government’s white paper on improving corporate transparency in the U.K. (covered in our previous newsletter), and new measures include:
- Increased Companies House authority
- Identity verification requirements for those who manage, own and control companies and other U.K.registered entities to improve the accuracy and transparency of Companies House data.
- Companies House will be given more active investigation and enforcement powers, which include powers to question suspicious appointments or filings including requesting further evidence or rejecting filings.
- Civil forfeiture power to seize and recover crypto assets
- This creation of power is to ‘more quickly and easily seize and recover crypto assets, which are the principal medium used for ransomware’. As the law currently stands, enforcement authorities can only seize crypto assets using criminal lawderived powers.
2. Financial Services and Markets Bill
The purpose of this Bill is to strengthen the U.K.’s financial services sector post-Brexit, revoking inherited EU laws and replacing these with laws tailored to the U.K. The Bill will also focus on reforming capital markets’ regulations to promote investment, as well as introducing additional protection for investors and financial product users to prevent scams and support victims of scams.
3. Draft Audit Reform Bill
This Bill incorporates many of the recommendations included in the Government’s response to its consultation on the March 2021 white paper on restoring trust in audit and corporate governance. The main elements of the draft Bill are as follows:
- establishing the Audit Reporting and Governance Authority (ARGA) to regulate audit, financial and nonfinancial corporate reporting and governance;
- making the largest private companies subject to greater reporting regulations under the ARGA by including them within the definition of ‘public interest entities’ (‘PIEs’); and
- boosting competition and choice in the audit market through a framework for managed shared audits, whereby challenger firms would undertake a share of the work on largescale audits.
4. Data Reform Bill
This Bill is designed to create a “pro-growth and trusted U.K. data protection framework”. The key themes are making the new data regime more "outcomes-focused" and less of a “box-ticking” exercise to reduce the burden on U.K. businesses, as well as aiding responsible innovation and research by creating a clearer regulatory environment for personal data use.
5. Digital Markets, Competition and Consumer Bill
This Bill would give the Competition and Markets Authority’s (CMA) Digital Markets Unit new powers to enforce consumer law to protect consumers in digital markets, regulate the behaviour of large tech companies in the market and improve competition law enforcement.
6. Brexit Freedoms Bill
The purpose of this Bill is to allow retained EU law to be amended easily using secondary legislation by giving Ministers “fast track” powers. The Bill would also remove the supremacy and precedence of retained EU law, meaning U.K. courts will not need to interpret retained EU law in accordance with pre-Brexit case law/Directives.
Considerations for Lenders in Cross-Border Acquisition Financings
Cross-border mergers and acquisitions present unique considerations for lenders deploying cross-border capital to facilitate such transactions. In addition to customary underwriting and due diligence processes and metrics, cross-border lenders should take steps to ensure that their loan documentation and filings comport with the requirements and judicial frameworks of the local jurisdictions of their borrowers and underlying loan collateral.
Common Issues Faced by Cross-Border Acquisition Lenders
Cross-border acquisition lenders face unique (and sometimes seemingly daunting) commercial and legal requirements, including comprehensive underwriting and due diligence protocols, managing logistical issues arising from parties being located in different time zones, and accounting for potential operational issues stemming from the use of multiple currencies and fluctuating exchange rates – to mention just a few. The varied legal requirements of cross-border jurisdictions directly affect how (and whether) the intended legal rights a lender has been promised are properly documented and enforceable in each such jurisdiction. Loan documentation and associated filings that fail to meet applicable local jurisdictional requirements can risk significant economic loss for lenders who subsequently must enforce that defective loan documentation. Areas of special focus in cross-border acquisition financing include the following:
- The documentation and possessory/control requirements for lenders to perfect their liens or charges on foreign collateral can vary dramatically depending upon the location of the debtor, the location of the assets, and the types of assets (e.g., intellectual property, inventory, machinery, real estate, etc.).
- The manner in which cross-border lenders are granted a security interest in certain collateral or rights to pursue associated remedies may be limited or even prohibited where, for example, anti-assignment statutes prohibit collateral assignments of accounts receivable without first obtaining the account debtors’ consent.
- The scope of liens on foreign collateral may also be restricted in jurisdictions where, for example, lenders are prohibited from placing liens or charges on future or after-acquired assets of obligors.
- The possible treatment and priority of cross-border lenders’ liens and charges in both bankruptcy and non-bankruptcy contexts, and the judicial and non-judicial protocols the lenders must observe when exercising enforcement actions, are rarely uniform, and in some cases singularly unique, across foreign jurisdictions.
- When an acquisition targets a publicly traded company, cross-border acquisition lenders may encounter so-called “certain funds” requirements in the U.K. and other European jurisdictions and similar “Sunguard conditions” in U.S. acquisition financings.
- Lenders should consider any withholding tax requirements that may be triggered on interest payments emanating from a cross-border financing.
- Cross-border lenders often require “Xerox provisions” in the underlying acquisition documents. These provisions may include jury trial waivers, releases of lender liability by the acquisition parties, and definitive choice of law provisions mirroring those set forth in the financing documentation.
Cross-border lenders also must be vigilant about confirming the identities of the direct and indirect owners of their foreign borrowers, including the acquisition target if that target will become an obligor upon consummation of the acquisition. Many jurisdictions require lenders to ensure that borrowers are not subject to sanctions or trade restrictions and are not terrorists, criminals or persons listed on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List. Failure to abide by these requirements may risk unenforceability of rights under the loan documents and possible fines, penalties and other forms of sanctions. Thus, the importance of borrowers’ warranties and covenants addressing the borrowers’ beneficial ownership, borrowers’ (and their employees’) compliance with applicable laws, and the lawful uses of the loan proceeds cannot be overstated.
Lenders should also determine whether there are any applicable lender registration requirements that must be satisfied in an applicable foreign jurisdiction before committing to (or completing) the cross-border loan transaction. Such requirements may be implicated not only by the making of a loan to a borrower domiciled in a certain foreign jurisdiction, but also (i) the taking a lien or charge on assets in that foreign jurisdiction, or (ii) initiation of enforcement actions in that jurisdiction.
Should you wish to discuss or require further information, please contact John Willard.
Ivy Technology Ltd v Martin and Another – High Court’s Analysis of Liability of Unnamed Beneficial Owner on Share Sale
This case concerns the sale of shares in five companies that make up an online gambling business by two vendors, Mr. Martin and Mr. Bell, to a trade buyer, Ivy Technology (Ivy). Each vendor held a 50% beneficial ownership of the sale shares. Despite this, negotiations were conducted predominantly with Martin and the Sale and Purchase Agreement (SPA) stated that Martin owned 100% of the shares.
Following completion of the sale, the buyer brought claims against both vendors regarding claims made about the profitability of the business. These included fraudulent representations regarding the financial status of the business made during the negotiation stage of the transaction, and breaches of warranties in the SPA.
The judgment held for the buyer in part.
The buyer’s claim succeeded against both vendors on the basis that the business was valueless as of the date of the SPA, and there was evidence that the vendors knew this. The buyer relied upon representations made by the vendors that the business was profitable, despite it not having trading income in the U.K. four months prior to entering into the SPA.
Bell argued that he should not be liable since Martin made the fraudulent representations himself without Bell’s authorisation, but the judge rejected this, stating that the relevant question is whether the agent was authorised to negotiate in relation to the share sale. If the agent is authorised, which Martin was, statements made by him in relation to the sale can be attributed to the agent’s principal, Bell.
- Breach of Warranty
The judge ruled that only Martin would be liable for breach of warranties in the SPA, because he was the only party specifically named in the agreement. The judge noted that the buyer understood Bell owned 50% of the shares and the terms of the SPA explicitly named Martin as the 100% owner. This reinforced the idea that only parties privy to a contract will be bound and therefore liable.
The Ivy case highlights the need for transparent and thoughtful transaction-structuring. Ivy indicates that if the agent is authorised to negotiate a transaction, statements made by the agent on behalf of another party can be binding against the principal. Consequently, a prudent principal should engage in negotiations directly to ensure they are not liable for an agent’s actions. Equally, a principal who chooses to not engage in transaction documentation should not assume they will escape liability. The courts will determine each party’s role holistically and apportion liability appropriate to the role assumed.
Asher and Others v Jaywing Plc – High Court Interprets Earn-out Procedure in SPA Where Nominated Expert Declined to Act
Five shareholders (the Sellers) who collectively owned 82.5% of shares in Bloom Media UK Limited, a digital marketing agency (the Company), disputed their entitlement to earn-out payments in respect of the sale of their shares.
The Company was incorporated in 2006 and was sold in 2016 to Jaywing plc (the Buyer). The Buyer entered into a Share Purchase Agreement (SPA) with the Sellers to purchase the entire issued share capital of the Company. In the SPA, the sale was structured as an initial cash payment, plus three potential earn-out payments. The potential earn-out consideration was up to £5.75 million. Such earn-out payments were performance dependent, meaning the Sellers would receive additional payments if the Company achieved a specific target revenue in the first two years following completion. A further payment would be made if aggregate revenue across both of those two years exceeded a specific target.
After the first earn-out payment was made, the Sellers sought entitlement to a second and third earn-out payment under the SPA, but the Buyer claimed that they were not eligible for these payments due to agreed conditions for payment not being met.
Critically, when calculating the second earn-out payment, the Company’s auditors declined to prepare the required calculations due to independence concerns. Consequently, the Buyer prepared the earn-out statement itself and appointed a third-party accountancy firm to review its submissions.
The judge stated that it was an implied term of the SPA that a third-party firm of accountants could prepare the statement if the Company’s accountants declined to act, and that this term was required to maintain business efficacy. The High Court also highlighted that had the Sellers disagreed with the statement, they were able to lodge an objection as specified in the SPA.
However, the court proceeded to reject the earn-out statement because it did not comply with the procedural requirements outlined in the SPA. This was due to the Buyer not accepting all of the third-party accountants’ comments, as well as including amendments not provided by the accountant.
The statement had not been prepared by the Company’s auditors as permitted in the SPA, nor prepared by an alternative accountant as implied from the SPA. Therefore, the 10-day objection period to the statement had never begun.
After concluding that the Buyer had breached the SPA, no damages were awarded to the Sellers as the judge ruled that the earn-out payment conditions had never been met, and therefore no loss had occurred as a result of this breach.
Asher v Jaywing demonstrates the courts’ willingness to imply terms into contracts if they aid business efficacy. Particularly, the court acknowledges that it would be unfair for a seller to miss out on agreed potential earnings if a party declines to act. However, as highlighted by the judge, terms will only be implied if strictly necessary, and the court remains cautious in interfering with business-to-business contracts where parties operate with similar bargaining power.
When negotiating earn-out procedures, parties should consider appointing an independent, third-party firm of accountants to avoid the problem faced in this case. Additionally, parties should include a term in the SPA to determine a course of action should the appointed expert decline to act. This will reduce contractual uncertainty when negotiating earn-out payments.
Environmental, Social and Governance (ESG) in the Real Estate and Finance Industries
In recent months the acronym ESG (Environmental, Social and Governance) has generated much discussion in the real estate and finance industries. ESG is generally acknowledged as a socially responsible investment which balances ESG values with the profitability and risk presented by an investment opportunity.
ESG and the COVID-19 Pandemic
ESG is not a new concept, but it is a fast-developing one. Particularly in the post-COVID-19 era, consumer behaviours are ever-changing with a focus on healthier, safer and more environmentally and socially friendly products.
According to a PWC survey poll carried out in March and April 2021 of consumers, employees and executives, respondents want businesses to proactively incorporate ESG best practices and are prepared to reward (or penalise) brands accordingly.
ESG in Real Estate
Pre-COVID-19 pandemic, the discussion on ESG centred mainly on the environmental impacts of climate change. Climate-related issues were recognised as one of the top five most likely risks at the World Economic Forum in January 2020. The Real Estate industry is a heavy contributor to carbon emissions, as one of the largest energy consumers in Europe, making up 40% of total energy consumption and 36% of CO2 emissions.
Since then, the pandemic’s public health and economic consequences together with rising social unrest have fundamentally changed the narrative. Although climate change remains an important issue, the ‘social’ and ‘governance’ components have increasingly been recognised as of equal importance. The COVID-19 pandemic has driven demand for properties compliant with all three components. Taking each component of ESG in turn in the real estate context:
The environmental limb primarily focuses on the energy performance and emissions of buildings which are measured against “green” rating systems such as Energy Performance Certificate (EPC), Building Research Establishment Environmental Assessment Method (BREEAM) and the newly emerging National Australian Built Environment Rating System UK (NABERS UK).
The social limb focuses on the impact that a property can have on society. For example, the physical, mental and wellbeing of occupiers and the local community. It can also drive demand for public green spaces, frictionless building access and support for local enterprises.
Governance limb factors include diversity, staff retention, culture and reputation applicable to the property owners, tenants, management companies and other on-site staff.
The Benefits of Running an ESG-compliant Business
The shift towards engaging with ESG issues is influenced by a number of elements. Following the successes of the 2021 United Nations Climate Change Conference COP26, ESG factors are expected to continue to dominate the public and political agenda in 2022, and follow through into the due diligence of investors who are held accountable to their various stakeholders in the context of e.g. corporate real estate wrapper deals where the sole or main underlying asset to the M&A deal is real estate. This is evident in the new policies already being enforced and further ESG-focused legislation expected to be implemented imminently.
The Legal Landscape
ESG-focused legislation and policies are putting pressure on real estate investors to make ESG-focused choices. The key legislative and policy developments impacting the real estate sector include the following:
- EPC: Minimum energy efficiency standards are changing with commercial property owners likely to be expected to achieve a minimum Energy Performance Certificate rating of B by 1 April 2030, if they wish to continue to let their property. Further legislation requiring more stringent inspections of heating and air conditioning systems are also expected.
- Global Real Estate Sustainability Benchmark (GRESB): A benchmark for investors to monitor their investments and make ESG-driven decisions. The benchmark is aligned with international reporting frameworks, such as the Task Force on Climate-related Financial Disclosures (TCFD) (see further below) and the Paris Climate Agreement, providing data on issues such as climate risk management, climate resilience, zero carbon targets, gender diversity, employee turnover and gender pay ratio.
- NABERS UK: A new energy efficiency scheme for ratings system which measures the actual energy use of existing offices helping building owners to accurately target, measure and communicate the energy performance of their buildings.
- TCFD: TCFD framework requires a level of non-financial disclosure including climate and sustainability-related matters. The framework is recognised by the Financial Conduct Authority (FCA), whose policy it is for FCA-regulated companies including pension funds and insurance companies to make a non-financial disclosure in accordance with TCFD recommendations, or to provide a written explanation as to why a company failed to do so.
- EU Taxonomy Regulation: A classification tool which requires clarity from investors who purport to invest in sustainable activities as to their green objectives. Although this is an EU regulation, the U.K. confirmed that the framework broadly will be retained following the U.K.’s exit from the EU.
The Financial Gain
Another good reason to choose ESG-based policies for property investors is the potential to generate greater profits. Research carried out by Morningstar identified a link between sustainability and financial performance within ESG. Despite scepticism about the up-front costs associated with green buildings, studies underline the financial benefits generated during the life cycle of a green building. Lower operational costs and higher occupancy rates of more sustainable properties lead to shorter void periods, stronger yields and an increased capital value.
The Social Aspect
The need to adopt ESG policies, goes beyond generating higher profits. According to a survey carried out by PWC, consumers and employees are attracted to businesses investing in making sustainable improvements to the environment and society. Morgan Stanley Bank found that nearly 90% of millennial investors are attracted to pursuing investments which reflect their values.
With ESG playing an increasingly important role in how companies operate, related factors will inevitably become more dominant considerations for investors. Continued pressure from the public and the Government means that the need for the real estate sector to actively engage on ESG issues is imperative. Everything from carbon emissions to racial and gender balance, to the sustainability of sourcing strategies, is under scrutiny, and the best way for investors to protect themselves from that scrutiny is to perform on a recognised benchmark.
U.K. Government Confirms Changes to Merger Control Regime
Following a consultation in July 2021, the Government has issued its response, confirming U.K. competition law reform. These changes are outlined below:
Increased turnover test threshold
The “turnover test” will be raised from £70 million to £100 million to account for inflation. If a target business’s turnover is above this threshold, an acquisition of the target will be subject to potential inspection by the Competition and Markets Authority (CMA).
A new, combined threshold
A new test will be implemented to capture mergers that do not fall within the “turnover test” and “share of supply test”, mainly targeting acquisitions by larger businesses. This test will apply if an acquirer has both:
- a share of supply of minimum 33% of a specific category of goods/services in the U.K. or a substantial part of it (an increase from the suggested 25% in the consultation); and
- a U.K. turnover of £350 million (an increase from the suggested £100 million in the consultation).
The Government is also looking to implement a “U.K. nexus test” into this new test to capture mergers which are more likely to impact competition in the U.K.
Small merger safe harbour
If the U.K. turnover of each merging party is less than £10 million, the merger will not fall under the jurisdiction of the CMA and will not be subject to any merger control.
Fast track merger route
A new ‘fast track’ procedure will give the CMA discretion (upon request from a merging party) to refer a merger to a Phase 2 investigation without having to wait for results of a Phase 1 investigation (which could take up to 40 working days).
Enabling binding undertakings
To reduce unnecessary delays, the CMA can accept binding commitments at any point during the Phase 2 process if they and the merging parties agree on what needs to change, rather than waiting for results for 24 weeks or more.
National Security and Investment Act 2021 Update
The National Security and Investment (NSI) Act 2021 (the Act), which came into force on 4 January 2021, introduced for the first time in the U.K. a comprehensive national security and investment vetting regime.
The Act requires investors (both U.K. and foreign) which acquire shareholdings or voting rights above certain levels in companies active in 17 key sectors of the economy (as defined by the NSI Act (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021) (the Regulations) to notify the transaction to the Secretary of State for clearance. Failure to notify mandatory transactions will mean that they are void and unenforceable and will expose the acquirer to civil and criminal penalties. Companies can also submit a voluntary notification for transactions outside the Regulations or which relate to the acquisition of assets or intellectual property (IP) rights which may potentially have national security implications. Notifications must be made via an online portal to the Investment Security Unit (ISU).
The U.K. Government published its Annual Report for 2022 on the workings of the NSI regime for the period 4 January - 31 March 2022 (NSI Report). It is required under the Act to produce a report once every year covering a period ended 31 March. The ISU also held a briefing session for stakeholders on 21 June 2022 to feed back their experience of the workings of the NSI Act to-date and to share best practices about obtaining quicker clearances.
- NSI Report
The NSI Report disclosed that the ISU received 222 notifications during the period covered by the report (the Relevant Period) of which 17 were called in. The number of notifications was slightly lower than expected but was within the range predicted by the Government. It is expected that notifications will begin to increase in the forthcoming months of the year. Of the 17 call-ins, three were cleared during the relevant period and none were subject to a final order. The other 14 called-in acquisitions were still undergoing assessment at the time of the NSI Report within the statutory consideration periods set out in the Act. Breaking down the figure of 222 notifications by type, 196 were mandatory and 25 were voluntary with one being a retrospective validation application.
- ISU Feedback
Providing more detailed feedback on the operation of the regime, the ISU highlighted the following aspects:
Early notifications: At first, the notifications made related to mainly substantial transactions made by larger companies and focused on defence, military and dual use sectors and critical suppliers to the Government. The notifications since have been more varied.
No Assigned Case Officers: Case officers are not assigned to accepted notifications. All communications need to be conducted via the general ISU general email box address unless otherwise stated.
Rejecting Notifications: The ISU noted that if transactions were notified to them as mandatory, but upon examination should have been notified as voluntary, the ISU will reject the notification and make the parties resubmit. However, if a mandatory notification is accepted by the ISU but later classified as voluntary during the consideration period, the ISU will not ask the parties to resubmit but will convert the notification automatically.
Information Notices: If the ISU requires further information to process a notification (mandatory or voluntary) after acceptance, it will request this via a statutory Information Notice under the Act. The response period is normally 10 days. The issue of an Information Notice will also stop the clock on the 30-day initial consideration period.
Internal Corporate Reorganisations: Internal corporate reorganisations are often caught by the legislation but will be seldom called in for detailed assessment as they are unlikely to pose a security risk. When there are many complex parts to a corporate reorganisation, the ISU is open to treating those operations as one transaction to expedite clearance.
Pitfalls: The ISU highlighted that the areas where they usually had to ask for further information from the notifying parties were around details on the investors /acquirers. In many cases the investors were part of a fund, and ISU frequently found that they were not given enough information to allow them to process the application. Therefore, they had to ask for more detailed information, and this delayed the notification.
Expedited Applications: Once accepted, the ISU has an initial 30-day period to assess whether to call in mandatory or voluntary notification. The ISU said that it may be possible in very limited cases to expedite a decision faster than 30 days, such as in cases of financial distress. If the parties want to draw any special features including urgency to the attention of the ISU, they should do so in the Additional Comments box at the end of the notification form.
Market Guidance: The Government had posted detailed guidance on the interpretation of the Regulations and what transactions are covered by the mandatory notification requirement on its website.
The ISU requests the parties to consult this guidance in the first instance. However, if the parties feel there is uncertainty as to whether a mandatory notification is required, parties can request guidance from the ISU using its general email box address (see above). The ISU said it was in the process of updating the market guidance in light of the experience of the legislation so far, and this will be available shortly.
Re Cherry Hill Skip Hire Ltd – Court of Appeal Allows Unfair Prejudice Application 17 Years Later
The Court of Appeal has reversed a High Court decision to dismiss an unfair prejudice petition, despite proceedings being initiated with a 17-year delay.
Under section 994 of the Companies Act 2006, a member of a company may apply to the court for relief if they suffer unfair prejudice due to the way in which the company’s affairs have been conducted. These usually arise when majority shareholders abuse their powers at the expense of minority shareholders.
The case concerned a company incorporated in 1982, run by a mother and son as shareholders of the company. Three years later, family differences resulted in the son being excluded from the day-to-day management of the business, and he was formally removed as director in 1999.
From 2001 to 2003, the son instructed solicitors after suspecting that steps had been taken to devalue his minority shareholding. The son requested copies of the company’s accounts and other information suggesting he would bring an unfair prejudice petition if the company did not respond sufficiently, but this was unsuccessful. The solicitors sent out several requests, but these were also ignored.
The company stopped trading in 2019, and an application was made to strike off the company, which urged the son to issue an unfair prejudice petition under section 994 in July 2020, where he claimed that the company’s assets had been misapplied, causing the value of his shares to be deemed worthless. However, the company was struck off in October 2020 before his petition could be determined.
At first instance, the High Court dismissed the petition on the grounds of delay and acquiescence. The judge held although there is no statutory limitation period for bringing such a petition, it would be inequitable to award the son relief because he waited so long before he brought a petition. The son appealed.
After receiving a more detailed factual background, a distinction was drawn by the Court of Appeal between a shareholder who:
- knows they are being excluded, but fails to act; and
- is a passive shareholder who, after failing to act, years later discovers that their own shareholding was misappropriated.
According to Lady Justice Andrews, this distinction is drawn because a shareholder is entitled to assume that the company is being managed properly.
The court stayed proceedings until the company was restored, giving time for the son’s petition to be amended to properly capture his claims. However, the court clarified that it was willing to allow the unfair prejudice petition to proceed.
Regarding limitation periods, it is important to remember that not all claims become time-barred. A company suspecting an unfair prejudice claim being brought against it should not delay dealing with this, in hopes that it will be too late to bring a claim.
Armstrong Teasdale is well versed in guiding and assisting clients in relation to unfair prejudice claims brought against a company. If you are in the process of such proceedings and seek assistance, please contact Eniga de Montfort..
Proposals for Introduction of Single Market Listing Segment of the Official List
The Financial Conduct Authority (FCA) published a discussion paper on 26 May 2022 in which it is seeking views on the proposed replacement of the standard and premium segments of the Official List for equity shares in commercial companies with a single segment instead. Click here to review key features of the single segment, as well as eligibility requirements and more.
Corporate Criminal Liability – The U.K. Law Commission’s 10 Options
On 10 June 2022, the U.K. Law Commission (LC) published a set of proposals or options in relation to the law on corporate criminal liability in the U.K. The LC is an independent commission created by Parliament, and its primary function is to keep U.K. law under review and to recommend reforms. Click here to learn more about the LC’s proposals.