Insights

Washington, D.C. – July 17, 2023: Crowell & Moring hosted its 24thannual George Bailey Public Service Awards ceremony. Named after the hero of the classic movie, “It’s a Wonderful Life,” these awards recognize the firm’s lawyers and staff who have made a substantial impact on the lives of others.

London – December 29, 2020: Crowell & Moring’s London office advised Perfuturo Insurance AG on its acquisition of Argo Group’s Italian operations, ArgoGlobal Assicurazioni S.p.A. The acquisition is subject to regulatory approvals, which are expected to be obtained in the first quarter of 2021. A joint team from the firm’s London corporate and insurance practices advised Perfuturo on the acquisition, which involved a Sale & Purchase Agreement that was subject to English law and jurisdiction. Perfuturo intends to use its EU-licensed insurer to underwrite the business and liability exposures of new technologies, particularly in the energy and food industries.

London – July 23, 2020: Crowell & Moring is advising Cubitt Trade Holdings LLC, a member of the PETRA group (PETRA), on a recommended cash offer for the entire issued share capital of HWSI Realisation Fund Limited (HWSI). Under the offer, each HWSI shareholder will be entitled to receive 55.5 pence in cash for each HWSI share. The transaction, announced on July 22, is to be implemented by court-sanctioned scheme of arrangement under Guernsey law and is expected to close in Q3 2020. 

The U.K.’s new national security regime under the National Security and Investment Act (the “NSI Act”) officially commenced on 4 January 2022. While the U.K. government can review any transactions which completed on or after 12 November 2020 (using its “call-in power”), the mandatory notification requirement only applies to transactions that sign on or after 4 January 2022. Notifications under the NSI Act can now be submitted electronically, using a template notification form.

The U.K.’s National Security and Investment Bill was enacted into law as the National Security and Investment Act (the “NSI Act”) on 29 April 2021, with the new regime expected to come into force towards the end of this year. Over the coming months the U.K. government is to enact secondary legislation and provide further detail and guidance on the framework created by the NSI Act, including guidance on the regime’s extraterritorial scope and finalised definitions of the 17 sensitive sectors.

To date, the U.K. government has rarely used its power to intervene in M&A deals on the grounds of public interest, with only 12 transactions having been reviewed since 2013. This may be about to change. The National Security and Investment Bill (the Bill) if enacted would substantially reform the U.K.’s foreign investment rules, introducing a hybrid system of mandatory and voluntary notifications on grounds of national security similar to reviews by the Committee on Foreign Investment in the U.S. (CFIUS). The Bill, likely to become law in early 2021, is projected to lead to the notification of potentially 2,000 transactions per year. Critically, transactions completed on or after 12 November 2020 may be retroactively reviewed by the U.K. government once the Bill is passed into law.