Last year was a tough one for fintech with the collapse of a number of high-profile industry players, as well as wider economic pressures including the war in Ukraine, supply chain challenges and high inflation. Following the bold predictions we made last year, we highlight the five key trends for fintech in 2023.
We are currently witnessing a slowdown from the deal-making heights of 2021 and early 2022, as geopolitical instability, inflationary pressure and interest rate rises have dampened M&A activity. While these issues will persist for some time, cooling the market overall, we are confident there will be busy pockets of deal-making activity in 2023.
Just over two years after it was first proposed, the agreed text of the new Markets in Crypto-assets Regulation (MiCA) has beenreleased. MiCA aims to create an EU regulatory framework for the issuance of, intermediating and dealing in, cryptoassets. It will introduce licensing and conduct of business requirements as well as a market abuse regime with respect to cryptoassets. With parts of MiCA anticipated to come into force from spring 2024, we look at what issuers of stablecoins and other cryptoassets, custodians and other crypto service providers need to know now.
DORA: What the new European framework for digital operational resilience means for your business (November 2022)
On 10 November 2022, the European Parliament voted to adopt a new EU regulation on digital operational resilience for the financial sector (DORA). With obligations under DORA coming into effect late in 2024 or early 2025 at the latest, in this briefing we take a closer look at its impact and consider what the regulation will mean for firms, their senior managers and operations and what firms should be doing now in preparation for day one compliance.
COP27 – the UN Climate Change Conference of the Parties – is intended to build on the work that took place at COP26 last year and move on from pledges to implementation. This year's Conference is lower key and more procedural. Against a backdrop of the Russian invasion of Ukraine, increasing geopolitical tensions, food, and energy security issues, rising inflation and an uncertain economic outlook, Clifford Chance experts take a look at the themes of this year's conference and what is likely to be achieved.
E-fuels and green ammonia – The solution for decarbonising shipping and heavy transport? (October 2022)
Electro-fuels, or e-fuels, have a carbon footprint of almost zero compared with hydrocarbons and are likely to play a key role in supporting the global energy transition. They are a promising alternative to fossil fuels in the transport sector, particularly shipping and aviation, and are attracting growing interest from stakeholders looking to limit CO2 emissions and meet decarbonisation targets.
The regulatory landscape for digital services is being fundamentally redefined in the European Union (EU), with a boom in the number of legislative initiatives being progressively introduced and increasing extraterritorial reach. This briefing provides a bird's eye view of some of the most recent adopted and pending proposals: the Digital Services Act, the Data Governance Act, the Digital Markets Act, the Data Act, the Cybersecurity Directive (NIS2), the Artificial Intelligence Act and the e-Privacy Regulation.
On 18 July 2022, the High Court declared that the UK's Net Zero Strategy is, in part, unlawful and ordered the Secretary of State to revise it by March 2023. In this briefing, we consider the judgment and its implications for future climate policy and, more generally, for UK climate litigation.
As part of the Federal Government's crackdown on greenwashing, an independent review of the Australian Carbon Credit Units regime will be carried out by former Chief Scientist, Professor Ian Chubb.
As the UK strives towards its ambitious target of 50GW of offshore wind capacity by 2030, large-scale investment will be required in the offshore wind industry.
The transition from fossil fuels to clean energy to address the climate crisis was never going to be easy and involves expensive trade-offs between economics and climate. However, the Russian invasion of Ukraine has made that transition much harder as energy security becomes a major problem for many countries. David Evans, Senior Counsel and co-head of the Americas Energy and Projects Group at Clifford Chance in Washington D.C explores the legal and practical challenges that need to be considered.
The Digital Markets Act (DMA) ushers in a new era for the digital sector in the EU, as compliance will require some of the most influential digital companies to make unprecedented, far-reaching changes to the way they operate and interact with their customers, even going as far as to rethink aspects of their business models.
While Northern Europe and the UK started investing in offshore wind more than 20 years ago, France was slow off the mark. Now, that is about to change, as the development of the first French projects gets under way.
Class actions have long been a feature of the legal landscape in the US, but there are clear indications that their reach is expanding. In this extract from a recent webinar, Clifford Chance experts explore the key risks in relation to securities and shareholder litigation, claims arising from data breaches and data misuse, and climate change litigation.
Consultation on nature-related financial disclosure framework – Adopting the TCFD model (April 2022)
Building on the progress made by the Task Force on Climate-related Financial Disclosures (the "TCFD"), companies are now likely to come under pressure to report and act on nature-related risks and opportunities associated with their business, in addition to climate-related risks.
Environmental, social and governance considerations are now mainstream and have an impact on all businesses, globally. We explore the ESG trends that we think will help shape the year ahead.
There remains a narrow window of opportunity for timely action to address the climate crisis. The necessary transition from fossil fuels to low-carbon energy sources will require massive and sustained levels of investment. Clifford Chance experts explore some of the trends that will shape the energy transition.
With the COVID-19 pandemic ongoing, technology continues to revolutionise financial services at a rapid pace.
This will be a crucial year for China as it is determined to move centre stage globally. It plans to tackle a range of issues from climate change to dealing with increasingly powerful tech companies, while President XI is likely to further increase his grip on power by asking the Party Congress for a third term in office. Here, Clifford Chance experts look at what lies ahead.
M&A deals reached a record-breaking US$5.1 trillion last year and that looks set to continue in 2022 despite continued uncertainty around COVID-19. Clifford Chance experts examine the global shifts that will influence the market in the year ahead.
COP26, has been described as the 'last best hope" to avert climate disaster. In this extract from a recent Clifford Chance event, moderated by Partner and ESG Board member, Roger Leese, our experts assess the effectiveness of government actions and the important contribution made by businesses.
"Greenwashing" – the making of unsubstantiated claims about the sustainability of an investment product – is high on regulators' agendas for 2022 and it is crucial that ESG capital markets are transparent for the benefit of both issuers and investors. Technology and innovation have an important role to play in addressing these risks and ensuring the continued growth of the sustainable finance market, which has surged in recent years and is worth in excess of US$3 trillion.
Some 6 years after the Paris Agreement, COP26 has resulted in agreement on a global carbon market mechanism (GCMM) largely completing the so-called 'Paris Agreement Article 6 Rulebook'. Key decisions (the Rules) have been made on the eligibility of projects and activities to be included in the GCMM, the approval process and issuance of credits, the making of corresponding adjustments to host state's emission accounts, and how to deal with legacy projects and credits under the Kyoto Protocol's Clean Development Mechanism (CDM). In this briefing, we discuss the key elements along with the likely impacts on the compliance markets and voluntary carbon markets.
Ahead of its Presidency of COP26, the UK Government has published its Net Zero Strategy to 2050. The Strategy covers all business sectors and some cross-cutting themes. This briefing explores major new elements of policy, some of the major uncertainties, and key challenges faced by business in planning and implementing a path to Net Zero by 2050.
Businesses across all parts of the global economy are committing to climate action, but the pace of change needs to accelerate and energy transition will be key, say business leaders in a report from Clifford Chance and the World Economic Forum.
To better understand how trade policy can support businesses to reduce emissions, Clifford Chance, in collaboration with the World Economic Forum (WEF), interviewed over 30 global companies about their trade and climate strategies. The resulting white paper, 'Delivering a climate trade agenda: Industry insights', brings together industry perspectives on trade policy priorities, as well as offering eight recommendations for climate-focused trade policy that is fair, transparent, and has technology and innovation at its core.
Difficult legal issues arise when computer software purports to enter into a contract. Electronic contracting is not a new concept. However, the rise of artificial intelligence and smart contracting means that these issues will become more important. They therefore deserve analysis. In this note, we consider two questions around capacity to contract and reversibility of performance which arise where two computer programs contract directly with each other, in circumstances where there is no separate written natural language contract and where there is no overarching contractual framework governing the interaction. While this is not a common scenario at present, it is likely to be seen more frequently as the use of electronic contracting becomes more common. These issues arise whether or not DLT is a feature of the underlying platform or software.
Blockchain and distributed ledger technology (DLT) have the potential to transform how securities are issued, traded and settled. However, the adoption of technology in the capital markets has not matched take-up in other areas of finance and trade and, so far, is used for enhancing existing elements of theprocess rather than replacing it with something new. In this briefing, we explore the reasons for this and share our experience of some of the developments in this area and other uses of technology in the capital markets.
Special purpose acquisition companies (SPACS) have been one of the hottest asset classes in the United States equity market, with record numbers launched in the first quarter of 2021. These "blank cheque" companies are essentially a shell company formed by investors to raise money through an IPO without a specific acquisition target having been identified. In this guide, we explore how SPACs work and the benefits and risks they present.
If Scotland were to vote for independence from the rest of the UK, Scotland would need to enter new cross-border tax arrangements. Scotland also wants to join the EU, which could have a profound impact on cross-border trade between Scotland and the rest of the United Kingdom (rUK), including a requirement for duties and a border infrastructure, as well as significant implications for financial services.
The European Commission has published a proposal for a Regulation on a Carbon Border Adjustment Mechanism (CBAM) to deal with the long-standing problem of 'carbon leakage' that impedes the EU's decarbonisation plans. It is part of the Commission's 'Fit for 55' initiative published today that will help it achieve the EU's new target for a 55% reduction in greenhouse gas emissions by 2030 (against 1990 levels). In this briefing we answer 10 key questions about the proposal
COP26 – the United Nations' 26th conference on climate change is expected to focus not only on the global climate crisis, but also to highlight the interconnected loss of biodiversity. These issues will have a huge impact on all of us – including businesses. At a recent Clifford Chance event, a panel of experts discussed nature-based solutions and the crucial role nature plays in combating climate change and sustaining national economies, as well as examining how state and private sector nature-based solutions could be financed.
Activist shareholders and NGOs targeting governments and businesses in relation to climate change are increasingly turning to litigation.
In this briefing, we share our experience to demystify NFTs and consider some of the key risks, and how the tokens are regulated across some key financial centres.
ESG: Dutch Court's Landmark Decision on Climate Change, Human Rights and Corporate Duties (May 2021)
In a landmark judgement, Royal Dutch Shell (RDS) has been ordered by the District Court of The Hague to reduce it CO2 emissions by 45% by 2030, as compared with 2019 levels. The case was brought by the Dutch branch of Friends of the Earth (Milieudefensie), a number of other NGO's, and over 17,000 individual claimants. The ruling sets a precedent for other companies that could face similar lawsuits.
The UK government, like many others around the world, is focusing on the perceived threat of hostile investors owning or controlling critical businesses or infrastructure and, as a result, enacted the National Security and Investment Act (NSI) in May 2021. When the regime becomes effective later this year, it will give the UK government very broad powers to block inward investment on national security grounds. In this briefing we assess the impact of the new Act on a wide variety of investments and financing transactions.
The development of sustainable finance continues to evolve across the Middle East – a region more readily associated with conventional energy resources such as oil and gas. Governments around the world continue to focus on climate policies and transition targets and the spotlight remains on green bonds and sustainable finance.
ESG: European Commission Finalises Taxonomy 'Technical Screening Criteria' For Climate Mitigation And Adaptation (May 2021)
The European Commission has finalised legislation containing the Technical Screening Criteria (TSC) for climate mitigation and adaptation activities supporting the Sustainable Finance Taxonomy Regulation. While the Commission has broadly retained the approach taken in its November 2020 draft, in some cases its approach to the details of the criteria has differed. This briefing looks at the finalised position.
Financial Institutions, Financial Investors and the Biden Administration's Policy Priorities (May 2021)
In this publication, Clifford Chance experts look at the interplay between climate priorities and financial regulation; corporate disclosure of climate risks; the rapid growth of retail and institutional demand for environmental, social and governance (ESG) investment strategies; and the renewed urgency of efforts to address the racial wealth gap in financial services.
The European Commission has introduced its proposal for the first-ever harmonised legal framework on artificial intelligence (AI), confirming the EU's role and ambition as a pioneer in the regulation of tech. We consider what this means for businesses, as well as how global regulators are responding. The AI Act, which was released on 21 April 2021, attempts to strike a difficult balance between two key objectives: promoting innovation and harnessing the benefits of AI, on the one hand; and addressing key risks and fears AI gives rise to, on the other. In so doing, it seeks to address some of the main concerns levelled at a general, horizontal framework, favouring a riskbased approach and taking account of specific sectoral issues.
The European Commission has published a proposal for a Corporate Sustainability Reporting Directive (CSRD) as part of a package of measures aiming to direct capital flows towards sustainable activities. Many organisations are already required to carry out non-financial reporting under the Non-Financial Reporting Directive (NFRD). However, current requirements lack detail so levels and standards of reporting vary enormously. As well as making it difficult for organisations to determine what information to report, it makes it almost impossible for investors and stakeholders to compare performance between different organisations. The CSRD also proposes amendments to existing requirements under the Transparency Directive, the Audit Directive and the Audit Regulation.
With COP26 (the United Nations climate change talks) fast approaching, the U.S. has announced its new Nationally Determined Contribution (NDC) under the landmark 2015 Paris Agreement, pledging to reduce greenhouse gas emissions by 50-52% below 2005 levels by 2030. The announcement was made at the President Biden's Leaders Summit on Climate, a virtual gathering of world leaders and representatives of civil society and the private sector, aimed at raising global ambition on climate action.
Cross-border M&A transactions can be far more complex than purely domestic transactions. With advanced planning and careful consideration of relevant issues, however, it is almost always possible to navigate this complexity successfully and achieve the parties' commercial objectives. Here is an overview of some of the key issues that should be considered by non-U.S. acquirers contemplating acquisitions or other strategic investments in the United States.
Tying executive remuneration and broader pay conditions to environmental, social and governance (ESG) measures continues to be a hot topic as the 2020-21 AGM and shareholder meeting season demonstrates. Here's what you need to know about the current status of ESG and remuneration globally.
This publication explores the changing discourse of leadership (both political and corporate), how such discourse presents opportunities in finance, and how legislative action may force the hand of holdouts in industry, all with a view of producing tangible milestones to measure progress of ESG initiatives.
There has been a renewed focus on the payments sector and its regulation. COVID-19 and its impact on spending habits and the Wirecard scandal are two of the contributing factors. But what’s next? We explore five themes likely to drive regulatory change for payments, as well as shape the enforcement policies of global regulators over the next 12 months.
Security token offerings or STOs, the issuance of digital tokens using blockchain or distributed ledger technology, are increasingly being seen as an alternative to mainstream debt and equity fundraisings. An evolution of the (supposedly) unregulated initial coin offerings or ICOs, STOs are typically structured to sit within securities law frameworks. This means much greater certainty for both fundraisers and investors, resulting in enhanced liquidity.
ISDA's IBOR Fallbacks Supplement and Protocol have been finalised and will be released on 23 October 2020. The Supplement, when it becomes effective on 25 January 2021, will implement risk-free rate fallbacks into the terms of new transactions and the Protocol will enable adhering parties to implement these fallbacks into the terms of legacy transactions. The broad scope of the amendments made by the Protocol, the range of agreements it covers and the availability of a series of templates and amendment agreements which can be used to tailor the terms of adherence, confront parties contemplating adherence with a series of major challenges.
Security token offerings, the issuance of digital tokens using blockchain or distributed ledger technology, are increasingly being seen as an alternative to mainstream debt and equity fundraisings. An evolution of the (supposedly) unregulated initial coin offerings or ICOs, security token offerings or STOs are typically structured to sit within securities law frameworks. This means much greater certainty for both fundraisers and investors, resulting in enhanced liquidity. In this report we consider how STOs are structured and some of the benefits and challenges, and explore the evolving regulatory landscape for STOs across Europe.
The payments landscape is changing rapidly. Central bank digital currencies (or CBDCs) and stablecoins have received growing attention, particularly around Facebook’s announcement of its proposed global stablecoin “Libra” in 2019 and the resulting regulatory backlash. Advocates hail them as the future for payments - an unmatched tool for financial inclusion and limiting financial crime, by linking payments to identity - while critics have concerns around regulatory standards and financial stability (in the case of global stablecoins) and whether the improvements are as impressive or distinct as supporters argue.