A&O Shearman Europe insights

The chemicals sector is facing a perfect storm—chronic structural weaknesses colliding with acute market volatility. How are corporates and creditors responding? And what does the road ahead actually look like for investors and restructuring professionals navigating the turbulence? Senior knowledge lawyer Christopher Poel (London restructuring) is joined by James Webber, London antitrust partner and chemical and industrials sector lead, and Karen McMaster, London restructuring partner, to explore these questions. Together they unpack the latest trends and developments reshaping the sector, examine how long-term structural pressures are compounding the impact of recent market volatility, and explore how corporates and creditors are adapting their strategies in response. They also set out where market participants should be directing their attention when making short-, medium-, and long-term investment and restructuring decisions. Whether you're considering investing in the chemicals sector or making decisions within it, this episode gives you our views of the industry to help inform your choices.

AI is no longer a future-state conversation in legal services. It's already reshaping how firms operate, deliver and create value. But what does responsible adoption actually look like in practice? How do you manage the cultural shift alongside the technological one?  Bénédicte Kurth, Luxembourg head of knowledge at A&O Shearman, sits down with Angela Clist, our global head of Advanced Delivery and Solutions, to explore how AI and advanced delivery models are transforming the way legal work gets done.   Drawing on concrete examples, from AI-enabled large-scale document review to entity management solutions, they make the case that real value comes not from technology alone, but from the right combination of people, processes and tools working together. They also explore why markets like Luxembourg are well positioned to lead in responsible AI adoption.  They also dig into the mindset required to thrive in this environment, why experimentation matters, and why thoughtful change management is just as important as the technology itself.  Listeners will leave with a sharper understanding of where AI is already delivering measurable results in legal practice, and what firms and their clients need to prioritise to stay ahead. 

"Marry in haste, repent at leisure." The proverb predates modern M&A by centuries, but it could have been written for it.   Due diligence done badly means missed liabilities, mispriced deals and post-close surprises that can take years to unwind. So what does rigorous due diligence actually look like in practice? And how do you make the process less painful without cutting corners?  Victoria Woestmann and Matthieu Tourin walk through the due diligence process from both the buyer's and seller's perspective, exploring how findings shape purchase price, warranties, indemnities and SPA provisions, and sharing some of the more unexpected discoveries from their own careers.   They also examine how LegalTech and AI tools are beginning to transform the process, improving speed, coordination and outcomes in complex, cross-border transactions. 

The UK's prospectus regime has been fundamentally overhauled, and the implications for issuers, investment banks and investors are significant.   The Public Offers and Admissions to Trading Regulations 2024 supersede the on-shored EU Prospectus Regulation from January 19, 2026. It separates admissions to a regulated market from wider public offers for the first time, giving the FCA new powers to set content and approval standards while introducing more flexible, proportionate disclosure requirements.   What does the new framework mean in practice? And how should market participants navigate IPOs, public offers and further issuances under the new rules?  This episode summarises the key changes from an equity perspective, covering the new Prospectus Rules sourcebook, the recasting of when a public offer is permitted, the broadened routes to reach retail investors, and the modernisation of exemptions.   Listeners will gain a clear, practical understanding of the new regime and what it means for faster capital raising, retail participation and robust investor protection. 

Episode 3: AI agents expand what organisations can do, and what attackers can target. AI-enabled phishing, deepfakes, prompt injection, model theft, expanded attack surfaces, nation-state agentic attacks: the threat landscape is evolving faster than most organisations' defences.   How do you build AI agent infrastructure that is genuinely secure? What does regulatory compliance look like in this context? And how do you turn risk management into a trust-building advantage?  Alex Shandro and Anna Rudawski close this three-part series by examining how AI agents elevate cybersecurity and privacy risks — and what organisations need to do about it. They cover governance frameworks, practical controls and the regulatory expectations businesses must meet, offering a clear-eyed view of how to accelerate AI adoption without compromising security.  Listeners will leave with a concrete understanding of the threat landscape facing AI agent deployments — and the governance and technical controls needed to manage it.  Agentic AI explores the legal, regulatory and commercial implications of AI agents in business. In each episode, our specialists decode the risks, regulatory frameworks and practical steps organisations need to deploy AI agents with confidence. The series is designed for legal, compliance, risk and technology leaders navigating the fast-moving frontier of autonomous AI. 

Episode 2: AI agents are reshaping how consumers and businesses interact with payments — but the regulatory landscape governing those interactions is shifting at the same time.   How do PSD2, PSD3, GDPR and UK rules apply when an agent is initiating or authorising a transaction? Who is liable when something goes wrong? And how can product, legal and risk teams turn regulatory complexity into competitive advantage?  Alex Shandro and Nikki Johnstone explore how AI agents are transforming the online payments journey, unpacking the consent, authentication and liability questions that arise when agent-led commerce meets financial regulation. They examine the protocols powering this shift and explain what it means for organisations building or operating AI-enabled payment services.  Agentic AI explores the legal, regulatory and commercial implications of AI agents in business. In each episode, our specialists decode the risks, regulatory frameworks and practical steps organisations need to deploy AI agents with confidence. The series is designed for legal, compliance, risk and technology leaders navigating the fast-moving frontier of autonomous AI. 

Episode 1: AI agents are no longer theoretical. They are being deployed across industries, making decisions, executing tasks and operating with a degree of autonomy that is already outpacing the governance frameworks designed to manage them.   What are the use cases driving adoption? What governance challenges do they create? And what does the evolving regulatory landscape mean for organisations that want to move fast without moving recklessly?  Alex Shandro and Anna Rudawski, A&O Shearman specialists in AI and technology regulation, open this three-part series by laying the foundations: what AI agents are, why adoption is accelerating, and what organisations need to understand about risk, liability and regulatory compliance before they deploy.   Drawing on key use cases and governance challenges, they offer pragmatic controls for organisations that need to act with confidence.  Agentic AI explores the legal, regulatory and commercial implications of AI agents in business. In each episode, our specialists decode the risks, regulatory frameworks and practical steps organisations need to deploy AI agents with confidence. The series is designed for legal, compliance, risk and technology leaders navigating the fast-moving frontier of autonomous AI. 

Italy's financial regulatory framework is undergoing significant reform — and the proposed changes to the Italian Financial Act raise questions the funds industry has been grappling with for years. What do the new insolvency-related measures mean for Italian funds in practice? And do they finally resolve the long-running debate over the legal status of contractual AIFs?  Alberto Claretta-Assandri, head of Italy Funds and Financial Regulatory at A&O Shearman, and Tommaso Paltrinieri, senior associate in the restructuring team, provide a clear overview of the proposed reform, its insolvency implications for Italian funds, and what it means for the question of their legal personality.  Listeners with exposure to Italian fund structures will come away with a sharper understanding of how the proposed reforms could reshape insolvency risk and legal status for contractual AIFs.  Please note: this episode is conducted in Italian. 

The relationship between European and U.S. asset managers is being reshaped by regulatory shifts, changing capital flows, and the growing appeal of new markets. For fund managers on both sides of the Atlantic, the opportunity to access unfamiliar markets has never been clearer, or more complicated to navigate.  Recorded live at Luxembourg's Private Equity Association flagship conference, LPEA Insights, Laurent Goyer, counsel at A&O Shearman, is joined by Elaine Hughes, US Co-Head of Funds & Asset Management to explore the forces driving convergence and divergence between the European and U.S. asset management markets.   The conversation covers:   The impact of the Alternative Investment Fund Managers Directive (AIFMD) and the new requirements introduced under AIFMD2 on U.S. manager participation in European markets   The latest Securities and Exchange Commission (SEC) regulatory developments and their implications for non-U.S. managers  The growing appeal of Europe, Asia, and the Middle East as capital-sourcing destinations; and   The expanding debate around retail access to private fund strategies, including the question of 401(k) integration.  The episode provides a candid picture of how the transatlantic asset management landscape is shifting and where the most significant opportunities and friction points lie.

The UK's new failure to prevent fraud offence marks a step change in corporate criminal liability, and its implications for M&A are significant. Large companies can now be held to account for fraud committed by employees, agents, subsidiaries and other associated persons.   How broad is the offence? What does it mean for deal structuring and due diligence? And what practical steps should businesses be taking now?  Matt Townsend, co-head of A&O Shearman's Global International Trade group, is joined by counsel Tom d'Ardenne and associate Ming Zee Tee to unpack the new offence and trace its implications across the deal lifecycle.   Drawing parallels with the transformational impact of the UK Bribery Act in 2011, they examine how governance, policies and procedures need to evolve, and what the new rules mean for how organisations should prepare for and conduct transactions, particularly around governance, policies, and procedures.  

Annual reporting season brings a fresh set of demands, and 2025–2026 is no exception. With the UK Corporate Governance Code 2024 now in effect, changes to the directors' report and remuneration report to navigate, and sustainability reporting developments gathering pace, company secretaries and their teams have significant ground to cover.   What does current market practice for AGMs look like? What are the practical implications of the new Code? And what is coming down the track that boards should be planning for now?  This episode works through the essential considerations for company secretaries preparing for their next annual report and AGM, covering trends expected in 2026, the practical impact of the UK Corporate Governance Code 2024, and the pipeline of regulatory and market changes that will shape corporate reporting in the near future.  Listeners will leave better equipped to plan, prepare and execute their reporting obligations with confidence, and with a clear view of what is coming next. 

Luxembourg's reverse hybrid mismatch rule under ATAD 2 has long been one of the jurisdiction's most complex tax puzzles, particularly when it comes to the collective investment vehicle carve-out.   Has the uncertainty finally been resolved? And what do fund managers and tax advisers operating in Luxembourg need to understand now?  Johanna Tschurtschenthaler, counsel in A&O Shearman's Tax practice, and Chiara Wolf, associate in Tax, return to this topic to bring clarity to the CIV carve-out, walking through the rule's mechanics, the issues that have made it so difficult to apply in practice, and what the current state of play means for structures in scope. 

The Court of Appeal's overturn of the Petrofac restructuring plan and the subsequent High Court rejection of the Waldorf plan have sent shockwaves through the restructuring market. Both cases raise hard questions about what constitutes a fair allocation of restructuring value, and what evidence companies need to justify it. For anyone considering the restructuring plan as a tool, these judgments demand close attention.  London Restructuring partners Katrina Buckley, Karen McMaster and Tim Watson, together with Restructuring Senior Knowledge Lawyer Chris Poel, are joined by Lisa Rickelton, Senior Managing Director at FTI Consulting, to unpack the commercial specifics of both cases, the Court of Appeal's reasoning in Petrofac, the knock-on impact on Waldorf, and the practical implications for future restructuring plan structures.   Our contributors discuss the specific commercial matters at play in the Petrofac case and why the Court of Appeal came to its decision; the impact of Petrofac on the Waldorf case, what amounts to a “fair” allocation of the benefits generated by a restructuring; how companies can strengthen their evidence to justify such allocations; and the merits or otherwise of possible alternatives to a restructuring plan.  For further details, we also recommend reading our previous article setting out a thorough consideration of the Petrofac Court of Appeal judgment and its implications. 

Episode 3: The ICO is being restructured, and its enforcement powers are being expanded. And PECR — the rules governing direct marketing, cookies and electronic communications — is being significantly updated. For organisations already navigating a complex data protection compliance landscape, the changes introduced by the Data (Use and Access) Act 2025 have real operational implications.   What has changed? What does it mean for how organisations handle cookies, direct marketing and data breaches? And what should compliance teams be prioritising now?  Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood close this three-part series by examining the DUAA's enforcement and e-privacy provisions, covering the ICO's restructured governance, its expanded enforcement powers, and the PECR updates that affect direct marketing and cookie compliance. The alignment between PECR and the broader data protection regime is a key focus.  This podcast provides a practical understanding of the DUAA's enforcement architecture and what the changes to PECR mean for compliance programmes.  DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

Episode 2: One of the UK Government's central promises for the Data (Use and Access) Act was simpler compliance. But does the reality match the rhetoric?   For legal, data protection and compliance teams navigating GDPR, the Data Protection Act and PECR, the question is a practical one: do these changes meaningfully reduce the day-to-day burden, or do they simply shift it?  Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood examine the DUAA's compliance-easing provisions in detail, looking at changes to lawful basis, data subject rights, the complaints process and international transfers. They assess where the Act genuinely delivers relief and where organisations still face complexity.  DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

Episode 1: The UK's Data (Use and Access) Act 2025 carries an ambitious promise: to unlock the secure and effective use of data, drive innovation, and reduce the compliance burden.   But does it deliver? And what do the changes mean in practice for businesses and organisations subject to the UK's GDPR, Data Protection Act and PECR?  Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood open this three-part series by examining the DUAA through the lens of innovation, exploring what has changed for automated decision-making, the purpose limitation principle, and processing for research, archiving and statistical purposes. The question at the heart of this episode: do these changes genuinely open new doors, or do the details tell a more complicated story?  DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

Episode 2: Three sweeping legislative packages are set to redefine the legal and compliance landscape for Poland's financial sector. Understanding what they contain, how they interact, and what they mean for financial institutions is now a practical priority for compliance, legal and risk teams operating in the market.  Hosts Paweł Mruk-Zawirski and Filip Główka dissect the three packages in detail, mapping the changes and their implications with the clarity that the complexity of the legislation demands, and signposting the steps financial institutions should be taking to prepare.  Listeners will come away with a clear understanding of the three legislative packages, their combined effect on the compliance landscape, and the practical priorities for financial institutions in Poland.  Warsaw Financial Regulatory delivers expert analysis of the legal and regulatory developments shaping Poland's financial sector. Each episode breaks down the legislation, policy shifts and compliance challenges that matter most to financial institutions operating in or entering the Polish market. 

The FCA's discussion paper on the future of UK mortgage regulation raises fundamental questions about how the market should work.   From interest rate stress tests and later life lending to variable income borrowers and customer vulnerability, DP 25/2 signals a potential shift in how the regulator thinks about risk, access and consumer outcomes.   What are the key proposals? What does this mean for lenders, intermediaries and consumers? And where is the FCA's direction of travel heading?  Counsel Jean Price and associate Giannis Giortzis discuss with knowledge lawyer Louise Bralsford the discussion paper's key proposals, exploring what they mean for the mortgage industry and how they fit into the UK's broader ambition for a more supportive and transparent financial landscape.   They examine the FCA's possible approach to stress testing, lending to those with variable income and the treatment of vulnerable customers.   The episode delivers a practical understanding of DP 25/2 and what the FCA's possible reforms could mean for mortgage lending and consumer financial decisions. 

Luxembourg has made a deliberate choice to position itself as a destination of choice for international talent, and it has the tax and immigration infrastructure to back it up.   How does the country's framework for impatriates actually work? What makes its immigration rules attractive for skilled professionals and the companies that want to hire them? And how does Luxembourg's approach compare to similar schemes in competing jurisdictions?  Tax partner Franz Kerger and Employment counsel Nathaël Malanda analyse Luxembourg's latest strategies for attracting top international professionals, working through the tax incentives available, the immigration routes that make relocation practical, and the long-term benefits for both employers and employees.   With real-life examples and practical insights, this episode is a must-listen for professionals considering a move and employers looking to attract and retain global talent. 

As global economic dynamics shift and geopolitical tensions rise, Europe is recalibrating its investment landscape.   In this episode of the Global Insights podcast, former Financial Times EU correspondent Javier Espinoza is joined by leading A&O Shearman partners Catherine Di Lorenzo, Francesca Miotto, and Tim Stevens to unpack how the European Commission is reshaping its regulatory agenda to attract and retain global investment.  From merger control and foreign direct investment (FDI) screening to state aid and antitrust reforms, the conversation dives deep into the EU’s evolving policy toolkit. The speakers explore how the bloc is simplifying regulatory structures to enhance competitiveness, while also navigating the complexities of strategic autonomy, economic security, and digital transformation. They also examine the push toward a pan-European capital market and the implications of the EU’s ambitious data and AI regulatory frameworks, including the landmark AI Act.  Is Europe still a safe bet for global investors? How are regulatory reforms balancing innovation with oversight? And what does the future hold for cross-border M&A, tech investment, and industrial policy in the EU?   This episode offers expert insights and practical takeaways for investors, corporates, and policymakers navigating the European investment landscape.  Related content  Draft EU Foreign Investment Screening Regulation [www.aoshearman.com]  Zooming in on AI: Regulatory spaghetti and the EU AI Act [www.aoshearman.com]  European Parliament draft report on Capital Markets Union [finreg.aos...earman.com] 

Episode 5: Cyber insurance has moved from niche protection to a core component of enterprise risk management and the market is evolving rapidly.   But what do these policies actually cover? How do insurers assess and underwrite cyber risk? What does the claims process look like in practice? And as threats grow more sophisticated, from AI-enabled attacks to nation-state threats, are policies keeping pace?  Insurance litigation and cyber partner Charlie Weston-Simons is joined by Ffion Flockhart, global co-head of cyber at A&O Shearman, alongside Neil Warlow, Executive Director at Howden Insurance Brokers, and Paul Gooch, Divisional Head of Cyber at Tokio Marine Kiln.   Together they examine what cyber policies cover and why businesses should invest, how insurers underwrite cyber risks, the claims process, and the emerging coverage questions around widespread events, war exclusions and AI-related losses.  Listen in for a sharper understanding of how the market works and the coverage questions that matter most right now.  Insurance Covered examines the issues, disputes and trends shaping the global insurance market. Our insurance specialists engage expert voices from across the industry to explore coverage questions, claims trends and emerging risks. The series is designed for insurance professionals, risk managers and in-house counsel navigating an increasingly complex landscape. 

Episode 1: Poland is embarking on one of its most significant deregulation drives in years.   The government's strategy to simplify laws, cut bureaucracy and better align Polish regulations with EU standards has major implications for financial institutions operating in or entering the market.   But what does the initiative actually involve? And how does it balance deregulation with investor and consumer protection?  Hosts Paweł Mruk-Zawirski and Mateusz Ołdak open this series by exploring Poland's 2025 deregulation initiative in detail, breaking down the government's strategy, the financial sector-specific measures, and what firms need to understand as the regulatory landscape shifts.  Listeners will leave with a clear picture of Poland's regulatory direction of travel, and what it means for compliance and business strategy in the Polish financial market.  Warsaw Financial Regulatory delivers expert analysis of the legal and regulatory developments shaping Poland's financial sector. Each episode breaks down the legislation, policy shifts and compliance challenges that matter most to financial institutions operating in or entering the Polish market. 

The FCA's mortgage rule review marks the most significant rethink of residential lending regulation in years. What does simplification actually mean for firms operating under these rules today?   How will streamlined affordability assessments change how lenders handle borrowers looking to reduce their mortgage terms? And what has the retirement of previous FCA guidance left in its place?  Jean Price, counsel at A&O Shearman, and associate Giannis Giortzis join knowledge lawyer Louise Bralsford to unpack the consultation's key proposals. These include the removal of the interaction trigger, the new approach to affordability for term-reduction cases, and the practical implications for consumer outcomes under the new Consumer Duty.  Whether you advise mortgage lenders, manage regulatory compliance, or work with clients navigating the shifting rules, this episode gives you a clear picture of where the regulation is going and what firms need to do now.  

Anti-money laundering (AML) regulation in Europe is undergoing its most comprehensive overhaul in years. What does the new AML package require of financial institutions?   How will virtual IBANs change compliance obligations across European markets? And what should firms be doing now ahead of the establishment of a new EU supervisory authority?  Konrad Zawistowski, specialist in banking and finance law with a focus on project finance, acquisition finance, and leveraged finance at A&O Shearman, moderates a conversation between Paweł Mruk-Zawirski, head of the regulatory department for financial markets, and Filip Główka, an expert in debt finance.  Together, they provide a comprehensive overview of the new AML framework, the practical implications for financial institutions operating across European markets, and what the creation of a dedicated supervisory body means for how compliance functions need to be structured going forward.  Legal and compliance professionals working with financial institutions in Europe will finish this episode with a clear understanding of the new AML requirements and a practical sense of where the compliance pressure points lie.  Note: This episode is conducted in Polish  One Step Ahead is an extension of A&O Shearman's long-running seminar series of the same name. For over 16 years, those seminars have delivered cutting-edge knowledge in law, finance, and business to clients and professionals worldwide. The podcast brings that expertise directly to listeners, with each episode examining the regulatory, transactional, and strategic issues shaping the market. Designed for legal and financial professionals who need to stay ahead of change, the series draws on the depth of A&O Shearman's global practice. 

The European Commission is proposing to fundamentally reshape the regulatory framework on sustainability, and the implications reach from large multinationals down to smaller companies across their value chains.   Which elements of the Corporate Sustainability Due Diligence Directive (CSDDD) and the Corporate Sustainability Reporting Directive (CSRD) are being modified? What does simplification actually mean for organizations that are already mid-implementation? And how should businesses of different sizes interpret and prepare for these changes?  Marco Lupoli, partner at A&O Shearman, examines the Commission's proposals, the competitiveness concerns that have driven them, and the practical consequences for both large corporations and smaller entities operating within European markets.  Sustainability professionals and corporate lawyers navigating the transition to a revised European regulatory environment will leave this episode better positioned to assess the proposed changes and plan accordingly.   Note: this episode is recorded in Italian. 

Italy's mediation landscape has changed. What has the Correttivo Cartabia actually amended, and how accessible, flexible, and effective does mediation look in practice?   What are the real implications for businesses facing commercial disputes? And how can organizations use the new framework to preserve relationships rather than escalate conflict?  Martina Rossi and Piermaurizio Tafuni, senior associates in A&O Shearman's Litigation department, are joined by Nicola Giudice, a leading expert in mediation in Italy and head of the Conciliation Service at the Milan Chamber of Arbitration.  The conversation covers the core changes introduced by the Correttivo Cartabia, how those adjustments aim to make mediation more effective, and the practical steps businesses should take to make the most of the reformed framework.  Legal teams and business leaders managing disputes in Italian markets will leave this episode with a clear picture of the current mediation landscape and a sharper sense of when and how to use it.   Note: this episode is recorded in Italian. 

Episode 1: When a lender takes control of a borrower in a restructuring, competition law is rarely the first issue on the agenda. But should it be?   At what point does exercising control in a restructuring scenario create legal exposure under competition rules? And what do legal advisers and in-house counsel need to understand before any restructuring crosses the threshold?  Agnieszka Kolasińska-Czerwińska and Ewa Tkaczuk from A&O Shearman examine the intersection of restructuring law and competition law, drawing on a recent seminar they delivered on the topic. Their discussion is detailed, practical, and focused on the scenarios where assumptions about lender control can create costly legal risk.  Note: This episode is conducted in Polish  One Step Ahead is an extension of A&O Shearman's long-running seminar series of the same name. For over 16 years, those seminars have delivered cutting-edge knowledge in law, finance, and business to clients and professionals worldwide. The podcast brings that expertise directly to listeners, with each episode examining the regulatory, transactional, and strategic issues shaping the market. Designed for legal and financial professionals who need to stay ahead of change, the series draws on the depth of A&O Shearman's global practice. 

Cyber threats in private equity are no longer just a technology problem, they are a strategic, operational, and regulatory one.   How are leading private equity firms approaching cyber risk governance? What does an increasingly complex regulatory environment mean for how firms manage their portfolio? And what should organizations be doing right now to prepare for the threats coming in the next few years?  Laurie-Anne Ancenys, partner at A&O Shearman and head of the firm's tech and data practice in Paris, is joined by Michel Tournier, IT operating partner and chief information officer at Wendel, one of Europe's leading listed investment firms.  Their conversation covers the strategic importance of cybersecurity for private equity firms, the constantly evolving regulatory environment, the growing impact of digitalization on risk exposure, incident and crisis management, and the cyber threats shaping the future.  Note: this episode is recorded in French. 

Episode 4: Directors and officers face growing personal exposure from the decisions they make in their corporate roles.   What does D&O insurance actually cover? What should boards and their advisers be weighing when purchasing or reviewing coverage? And how do defense costs and compensation payments work in practice when a claim is made?  Charlie Weston-Simons, insurance litigation and cyber partner at A&O Shearman, leads the conversation with Russell Butland, insurance litigation partner at A&O Shearman, and Helen Haggie, head of management liability at Marsh UK.  Together, they examine the core purpose of D&O insurance, what it indemnifies, how defense costs and compensation payments operate, and the practical considerations that matter most at the point of purchase.  Board members, general counsel, company secretaries, and risk officers considering or reviewing D&O coverage will leave this episode with a clearer framework for assessing the protection their organization actually needs.  Insurance Covered examines the issues, disputes and trends shaping the global insurance market. Our insurance specialists engage expert voices from across the industry to explore coverage questions, claims trends and emerging risks. The series is designed for insurance professionals, risk managers and in-house counsel navigating an increasingly complex landscape. 

This podcast is the second episode dedicated to the "EU Listing Act". Alessandra Pala, counsel of the Global Financial Markets group, discusses the most significant changes made by the Listing Act to the Market Abuse Regulation.  This podcast is recorded in Italian.

In a market where top talent is in constant motion, a poorly drafted restrictive covenant is not just a legal risk. It is a commercial liability. As workforce mobility intensifies and employers face the prospect of departing employees taking clients, confidential data, and competitive intelligence to rivals, the case for robust business protection has never been stronger.  Kate Pumfrey, partner in A&O Shearman's London office, shares her insight on how UK employers are deploying, applying, and enforcing restrictive covenants. The discussion covers best practice for selecting and drafting restrictions that hold up under judicial scrutiny, the legal position on paying for covenants, the specific approach for mobile workers and employee shareholders, and the litigation trends shaping how courts currently approach enforcement challenges.  HR leaders and in-house counsel reviewing their existing protection framework will leave this episode with a practical checklist for auditing, strengthening, and future-proofing their approach to restrictive covenants.  On Employment delivers timely insights and practical guidance on the fast-evolving world of employment law. Each episode explores key legal developments, workplace trends, and HR strategy challenges—from investigations and litigation risk to diversity, hybrid working, and regulatory change. Designed for business leaders, HR professionals, and in-house counsel, the series offers expert perspectives to help organizations navigate complexity and foster resilient, compliant workplaces.   

Climate litigation is no longer a peripheral legal risk. Courts around the world are issuing rulings that set precedents with direct consequences for governments, corporations, and their advisers. The recent decision by the Hague Court of Appeal is one of the most consequential yet, and understanding its implications is essential for anyone operating at the intersection of law, business, and climate policy.  Marco Lupoli, an environmental and climate law expert at A&O Shearman, analyzes the ruling in depth. What were the court's key findings, and why do they matter beyond the Netherlands? How does this decision interact with earlier landmark climate cases? And what does the emerging body of case law tell us about the direction of climate litigation for the years ahead?  Note: This episode is recorded in Italian. 

Does legal professional privilege protect tax advice in the EU? The answer, until recently, depended entirely on where you practiced. A landmark ruling from the Court of Justice of the EU (CJEU) has changed that calculation for Luxembourg and, potentially, beyond.  A&O Shearman specialists who acted in the case examine the ruling in detail. The case arose from an order requiring a Luxembourg law firm to disclose information and documents in response to a cross-border information request from another EU member state. The CJEU found that the order interfered with the right to respect communications between a lawyer and their client, as protected under the EU Charter of Fundamental Rights and the European Convention on Human Rights. It also found that Luxembourg's existing rules, which excluded tax advice from the scope of legal privilege, constituted an unjustified interference with those rights.   What does this ruling mean in practical terms for law firms advising on tax across the EU? How should privilege policies be reviewed in light of this decision? And which jurisdictions are now most exposed? 

Autumn 2024 delivered one of the busiest legislative periods for UK employment law in years. A new obligation requiring employers to take reasonable steps to prevent sexual harassment came into force. At the same time, the Employment Rights Bill introduced sweeping changes to fire and rehire practices, third-party harassment obligations, and trade union law. For HR professionals and employment lawyers, keeping pace with the practical implications has been a significant challenge.  Sarah Henchoz, global head of employment litigation at A&O Shearman, breaks down what these changes mean in practice.   What actually constitutes "reasonable steps" for the purposes of the new sexual harassment duty? What are the less-publicized elements of the Employment Rights Bill that HR teams risk overlooking? And how are the proposed changes to fire and rehire and trade union law likely to alter the landscape for employers dealing with workforce restructuring?  HR leaders and in-house counsel managing the current wave of employment law reform will leave this episode with a clear view of the obligations that have landed, the ones on the horizon, and the practical steps to take now.  On Employment delivers timely insights and practical guidance on the fast-evolving world of employment law. Each episode explores key legal developments, workplace trends, and HR strategy challenges—from investigations and litigation risk to diversity, hybrid working, and regulatory change. Designed for business leaders, HR professionals, and in-house counsel, the series offers expert perspectives to help organizations navigate complexity and foster resilient, compliant workplaces.   

Transition finance is one of the hottest topics in the climate arena, and the role that insurers have to play is multi-layered. In our latest podcast, Kate McInerney (a partner in our insurance group) and Ying-Peng Chin (a senior knowledge lawyer in our environmental and climate law group) discuss transition finance, the U.K. Transition Finance Market Review (TFMR) and what it means for the insurance sector. We are delighted to contribute to shaping global norms in transition finance markets through our role in supporting the TFMR’s secretariat. The TFMR was commissioned by the U.K. government to examine solutions to unlocking transition finance at scale, with the ambition of making the U.K. a global hub for transition finance. The findings of the TFMR were published on October 17, 2024. Read our summary covering key issues in the TFMR's report that corporates and capital providers need to know.

The EU Listing Act, adopted on October 8, 2024, is the most significant overhaul of EU capital markets regulation in years. Its ambition is clear: make European markets more attractive for businesses, reduce friction for issuers, and improve access to capital for small and medium-sized enterprises (SMEs). But what does it actually change for debt capital markets practitioners?  Cristiano Tommasi, partner in A&O Shearman's Global Financial Markets group, examines the most significant amendments to the Prospectus Regulation introduced by the Listing Act.   Which disclosure and documentation requirements have been simplified for debt issuers? What do the changes mean for established issuance programs? And what should DCM practitioners and their clients be doing now to prepare for the new framework, ahead of the series' next episode examining the changes to the Market Abuse Regulation?  Note: This episode is recorded in Italian.  EU Listing Act delivers focused legal analysis of the regulatory reforms reshaping EU capital markets. Each episode examines a specific dimension of the Listing Act's impact, from prospectus amendments to market abuse obligations.  

From November 12, 2024, any individual registered, or required to be registered, in the records of a Luxembourg Trade and Companies Register (RCS) entity must obtain or request a Luxembourg National Identification Number (LNIN). For the thousands of entities registered in Luxembourg, this is a significant operational change with a tight compliance window.  Laurent Goyer, counsel at A&O Shearman, and senior manager Karolina Gacka explain the new requirements and what they mean in practice.   What exactly does the LNIN requirement cover, and who is affected? What are the steps entities need to take to obtain an LNIN and update their RCS records? And what are the consequences of non-compliance if the transition is not managed in time?  Legal teams, company secretaries, and compliance officers managing Luxembourg-registered entities will leave this episode with a clear action plan for meeting the November deadline and avoiding the risks of non-compliance. 

The asset management industry is consolidating at pace. Rising costs, regulatory pressure, and investor demands are pushing firms toward scale. But while the strategic logic of mergers in this sector is often compelling, the legal, operational, and investor-relations challenges that follow a deal can make or break the outcome. What does it take to execute a successful asset management merger?  Miao Wang, funds and asset management partner at A&O Shearman in Luxembourg, and M&A partner Peter Myners explore the dynamics driving consolidation in the asset management market.   What are the key differences between defensive mergers, aimed at managing rising costs, and growth-driven strategies? What does rigorous due diligence look like in this sector, and what are the legal and commercial pitfalls that most commonly derail deals? And what does post-merger operational integration demand of management teams and their advisers?  Drawing on real-world examples from high-profile transactions, the discussion also turns to the future of asset management in Luxembourg and the regulatory and competitive forces that will shape consolidation activity in the years ahead.  A&O Shearman M&A delivers expert insight from A&O Shearman's dealmakers on the strategic and legal dimensions of mergers, acquisitions, and market consolidation. Each episode draws on live deal experience to address the questions that matter most to M&A professionals, investment managers, and senior executives. Designed for those driving and advising on complex transactions across jurisdictions. 

With investor expectations shifting, regulatory requirements evolving, and sustainability reporting gaining formal legal weight, preparing an annual report and AGM has become a more complex undertaking than ever. For company secretaries and governance professionals heading into 2025, this episode is essential preparation.  In this podcast, a panel of A&O Shearman specialists provide a comprehensive overview of the key issues and decisions facing boards and company secretaries as they plan their next reporting cycle.   The episode covers four distinct areas: market trends and investor expectations for AGM format and business in 2025; key issues for annual reports, including the impact of changes to the UK Corporate Governance Code and UK Listing Rules; recent developments in sustainability-related reporting; and horizon scanning on likely future developments in UK governance and reporting.  Company secretaries, general counsel, and governance teams preparing for their next annual cycle will leave this episode with a structured view of the decisions ahead, the changes that require immediate attention, and the trends worth monitoring for the year beyond. 

Remote work is a permanent feature of the modern workplace. But the tax implications of employees working across borders remain poorly understood, inconsistently applied, and frequently underestimated by businesses. The risks, including permanent establishment exposure, double taxation, and social security complications, are both real and growing.  Brin Rajathurai, knowledge counsel for Europe leads a cross-border discussion with tax specialists from across the firm. Together they examine how remote work arrangements affect an employer's tax position, what businesses need to understand about the rules in key European jurisdictions, and how a poorly managed remote work policy can create significant and unexpected tax exposure.   What triggers permanent establishment risk? How are European tax authorities approaching the enforcement of remote work rules? And what does a compliant, commercially workable remote work policy actually look like?  HR leaders, in-house tax counsel, and compensation and benefits teams managing cross-border workforces will leave this episode with a framework for identifying where their current remote work policies create tax risk, and the questions to ask to address it. 

Episode 4: When a group of companies faces insolvency, legal complexity multiplies. Italian law has historically struggled to address group insolvencies in a coherent and coordinated way. The third amendment to the Italian Business Crisis and Insolvency Code changes that, and understanding the new framework is essential for anyone advising companies with group structures operating in Italy.  Here, our restructuring specialists examine the key changes the third amendment introduces to judicial liquidation, with a specific focus on the provisions governing group companies.   What new tools does the amended code provide for coordinating the insolvency of group entities? How does judicial liquidation now interact with the other restructuring procedures in the revised framework? And what are the practical implications for creditors, directors, and advisers when a group structure is involved?  Corporate lawyers, restructuring advisers, and in-house counsel working with Italian group structures will leave this episode with a clear read of the new rules and the immediate questions they raise for companies in, or approaching, financial difficulty.  Note: This episode is recorded in Italian.  Restructuring Essentials provides detailed commentary from A&O Shearman's restructuring specialists on the key changes introduced by the third amendment to the Italian Business Crisis and Insolvency Code. Each episode examines a specific restructuring mechanism and its practical implications for companies operating in Italy.  

Episode 3: Concordato preventivo is one of Italy's most widely used restructuring tools. Its ability to allow a company to propose a reorganization plan while protected from creditor action has made it a cornerstone of Italian insolvency practice.   The third amendment to the Italian Business Crisis and Insolvency Code introduces significant changes to how concordato preventivo operates, with implications for how it will be used, when it is available, and what it demands of debtors and their advisers.  In this episode, we examine the key changes to concordato preventivo under the amended code. What has changed in the conditions for access to the procedure? And what do the revised rules mean for the strategic choices available to companies seeking to restructure their obligations in Italy?  Restructuring lawyers, financial advisers, and corporate directors managing companies under financial pressure in Italy will leave this episode with the practical detail needed to assess whether concordato preventivo remains the right tool under the new framework.  Note: This episode is recorded in Italian.  Restructuring Essentials provides detailed commentary from A&O Shearman's restructuring specialists on the key changes introduced by the third amendment to the Italian Business Crisis and Insolvency Code. Each episode examines a specific restructuring mechanism and its practical implications for companies operating in Italy. 

Episode 2: Italy's restructuring landscape has been redesigned. The third amendment to the Italian Business Crisis and Insolvency Code has modified, expanded, and in some cases fundamentally altered the toolkit available to companies facing financial difficulty. For legal advisers and corporate directors navigating this environment, clarity on which tools remain available, which have changed, and which are now most strategically useful is a prerequisite.  In this episode, our restructuring specialists map the main restructuring mechanisms under the amended code, explaining how each tool has been affected by the latest legislative changes. Which procedures offer the strongest protection from creditor action? Where have the eligibility requirements or content obligations been modified? And how should companies and their advisers be approaching the choice of restructuring route given the revised landscape?  Legal professionals and corporate advisers supporting companies through financial difficulty in Italy will leave this episode with an updated map of the restructuring toolkit and the framework to select the right route for their specific situation.  Note: This episode is recorded in Italian.  Restructuring Essentials provides detailed commentary from A&O Shearman's restructuring specialists on the key changes introduced by the third amendment to the Italian Business Crisis and Insolvency Code. Each episode examines a specific restructuring mechanism and its practical implications for companies operating in Italy. 

Episode 1: The third amendment to the Italian Business Crisis and Insolvency Code is now in force. Its reach extends across the full range of restructuring procedures, altering the conditions, requirements, and strategic value of each one. For companies in financial difficulty and the advisers guiding them, understanding what has changed, and what it means in practice, is now urgent.  A&O Shearman's restructuring specialists open this series by examining the key changes the third amendment makes to composition with creditors. What are the revised requirements for accessing the procedure? How have the rules governing creditor voting and plan content been modified? And what do the changes mean for the relative attractiveness of composition with creditors compared with other restructuring routes available under the amended code?  Corporate directors, legal advisers, and restructuring professionals beginning to engage with the new Italian framework will leave this first episode with a clear foundation for understanding how the landscape has changed and where the most significant practical implications lie.  Note: This episode is recorded in Italian.  Restructuring Essentials provides detailed commentary from A&O Shearman's restructuring specialists on the key changes introduced by the third amendment to the Italian Business Crisis and Insolvency Code. Each episode examines a specific restructuring mechanism and its practical implications for companies operating in Italy.

Episode 1: Workplace investigations have never been more legally complex. Employees today are acutely aware of their procedural rights and more likely to challenge the integrity and fairness of the process, especially when the outcome does not go in their favor. Every phase of an investigation is now potentially subject to legal scrutiny, and a misstep at any point can unravel an otherwise well-founded process.  Sarah Henchoz, global head of employment litigation at A&O Shearman, shares her insight and best practice guidance on how to design and run investigations that will withstand challenge.   What does a legally defensible investigation process look like in practice? How should employers handle the intersection of confidentiality, employee privacy rights, and legal professional privilege, particularly when communications between HR and legal teams become relevant? And how do you manage a process that is simultaneously fair to the subject and robust enough to produce a defensible outcome?  HR professionals and in-house counsel responsible for managing or overseeing workplace investigations will leave this episode with a clearer understanding of where investigations typically go wrong, and the specific steps to reduce that risk from the outset.  On Employment delivers timely insights and practical guidance on the fast-evolving world of employment law. Each episode explores key legal developments, workplace trends, and HR strategy challenges—from investigations and litigation risk to diversity, hybrid working, and regulatory change. Designed for business leaders, HR professionals, and in-house counsel, the series offers expert perspectives to help organizations navigate complexity and foster resilient, compliant workplaces.       Related content:  Internal investigations: understand how legal and regulatory developments change the calculus around privilege and data privacy Navigating the challenges of sensitive workplace investigations: Tips and techniques   

Episode 2: The matching adjustment attestation regime is new. The legal and practical questions it raises for UK insurers are not. How firms prepare for and manage attestation obligations has significant consequences for governance, capital planning, and regulatory relationships. Drawing on the experience of comparable regimes elsewhere in financial services offers a head start.  What are the practical gaps between where firms are now and where the regime requires them to be? How should boards approach their oversight responsibilities? And what lessons can be drawn from attestation experience in other regulated sectors?  In this episode, Kate McInerney, partner in A&O Shearman's insurance group, is joined by:   Philip Jarvis, global co-head of Insurance  Claire Hayden, executive director of consulting  Together they examine the matching adjustment attestation regime in detail, covering its implications for how insurers manage their attestation obligations, what the governance frameworks around attestation should look like, and what earlier attestation regimes in financial services tell us about the challenges firms are likely to encounter.   Insurance Covered examines the issues, disputes and trends shaping the global insurance market. Our insurance specialists engage expert voices from across the industry to explore coverage questions, claims trends and emerging risks. The series is designed for insurance professionals, risk managers and in-house counsel navigating an increasingly complex landscape.   

Fifteen years ago, Luxembourg was a notable but secondary player in international mergers and acquisitions. Today it is a strategic jurisdiction for complex, multi-party transactions across Europe and beyond. What drove that transformation, and what does the next chapter look like?  M&A partners Fabien Beullekens and Jacques Graas trace the evolution of Luxembourg as a key M&A jurisdiction over the past decade and a half.   Drawing on their careers at the frontlines of this transformation, they examine the forces that shaped Luxembourg's rise: from the aftermath of the internet crisis and the global financial crisis, through the Brexit-driven expansion of Luxembourg's role in international arrangements, to the impact of an increasingly dense regulatory landscape on how deals are structured and advised.   M&A lawyers, investment professionals, and anyone tracking the evolution of Luxembourg as a deal-making center will leave this episode with a richer understanding of the forces that built the market and the ones that will shape it next. 

Episode 1: The matching adjustment reforms that came into effect on June 30, 2024 represent one of the most significant changes to the regulatory landscape for UK insurers since the original implementation of Solvency II.   For firms seeking investment from insurers, and for insurers themselves managing expanded asset eligibility and new governance requirements, the implications span capital strategy, investment management, and regulatory compliance.  Kate McInerney, partner in A&O Shearman's insurance group, talks to securitization partner Iona Misheva and senior associate Marcus Gwyer about the reforms in detail.  What are the headline changes to matching adjustment eligibility, and what new assets can insurers now hold within the framework? What governance and attestation requirements accompany the expanded regime? And what does the reform mean in practical terms for the firms that seek insurer capital, particularly those in the securitization and infrastructure markets?  Insurance professionals, capital markets lawyers, and investment managers working alongside the insurance sector will leave this episode with a precise understanding of the reform's scope and the strategic questions it places on the table.  Insurance Covered examines the issues, disputes and trends shaping the global insurance market. Our insurance specialists engage expert voices from across the industry to explore coverage questions, claims trends and emerging risks. The series is designed for insurance professionals, risk managers and in-house counsel navigating an increasingly complex landscape.   

Italy's Data Protection Authority (Garante) has now published its ruling on the timing and limits of processing metadata contained in employees' work emails. For employers managing email systems in Italy, the ruling closes a period of uncertainty but opens a new set of compliance questions.  Livio Bossotto, partner and head of A&O Shearman's Employment practice in Italy, and counsel Giorgia Giorgetti provide a detailed update on the Garante's findings.   What does the ruling say about how long employers can retain email metadata? Under what conditions is processing permitted, and what limitations apply? And how should employment and privacy teams be reviewing their current email management policies in light of the outcome?  This episode builds on the team's February 2024 analysis of the Garante consultation. Employers operating in Italy and privacy practitioners advising on Italian data protection compliance will leave this episode with a clear view of what the ruling demands and the immediate steps to take to align their policies with the new framework.  Note: This episode is recorded in Italian.