Howard Colman and Oksana Howard meet with international colleagues in London

Howard Colman and Oksana Howard meet with international colleagues in London

It has been a busy week at Colman Coyle. Oksana and Howard are pleased to have been able to meet with several of our international colleagues who joined us on their visits to London.

On Monday we met with Daniel Fleming and Linda Wong from New Jersey.

On Tuesday we met with Bob Freitas from California and on Wednesday we met with Lillo Boccadutri from Italy.

It is always a pleasure to meet with our international friends and colleagues and a great opportunity to catch up on what we are all doing both socially and professionally.

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Oksana and Howard with Daniel Fleming and Linda Wong

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Oksana and Howard with Bob Freitas

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Oksana and Howard with Lillo Boccadutri

Howard Colman attends IR Global ‘On the Road’ conference in Bangkok

Howard Colman attends IR Global ‘On the Road’ conference in Bangkok

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Howard Colman, a Founding Partner of Colman Coyle, and IR Global Member of the Year 2022, has recently returned from a productive and successful IR Global conference in Bangkok.

Howard is the exclusive IR member for Commercial Litigation & Commercial Arbitration in England and a long standing member of the IR Dispute Resolution Committee.

This was the first IR Global conference in Asia for four years following the pandemic and provided a good opportunity to meet with professionals from around the world but particularly Asia and to learn about different cultural approaches to business and legal issues.

New business contacts made at the conference will add to the existing Colman Coyle portfolio of international network of professionals from around the world, which in turn will strengthen our global outreach and ability to advise clients on matters concerning other jurisdictions.

Howard is looking forward to attending the next IR Global conference in San Diego and will be joined by Oksana Howard, the exclusive IR Global member for Capital Markets in England and a member of M&A Committee at IR.

Please see below a selection of photos from Bangkok:

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Colman Coyle offers pro-bono legal services to the Ukrainian refugees with limited financial means wishing to set up a business in the UK

Colman Coyle offers pro-bono legal services to the Ukrainian refugees with limited financial means wishing to set up a business in the UK

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Sadly, today is the anniversary of the Russian attack on Ukraine. The war has resulted in many refugees fleeing the Ukraine and a significant number have set up home in the U.K.

A number of these have or are looking to set up businesses to support themselves and their families but they often have limited means.

In recognition of this, Colman Coyle has decided to offer pro bono legal help to anyone in this position to assist them in setting up their businesses and dealing with matters such as basic contracts and terms and conditions.

If you need help with setting up a business in the UK or if you have any other legal needs in the UK, please contact Oksana Howard at

Oksana Howard

How Geopolitical Change Is Affecting M&A Activity in Europe

How Geopolitical Change Is Affecting M&A Activity in Europe

Article, written by Oksana Howard – Head of Corporate Department at Colman Coyle, recently published on Law 360 – a highly reputable news source for legal professionals.

Please read the article below, or through the Law 360 website here.

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How Geopolitical Change Is Affecting M&A Activity in Europe

The market in central and Eastern Europe has been growing for the past 30 years since the collapse of the USSR, becoming an ever-more attractive area for investment for Western European countries, including the U.K.

The geographical proximity, less costly salaries and membership of the single market of many central and Eastern Europe countries, altogether with a talented workforce make for an excellent investment opportunity. This is evidenced by high levels of M&A activity in the region in recent years, and a jump in the levels of private equity with a total deal value of over €10 billion ($10.7 billion).

However, following Russia’s invasion of Ukraine in February last year, the landscape has changed. Russia faces heavy sanctions from European countries and likewise European countries face sanctions from Russia.

In keeping with trends in Western Europe, central and Eastern European countries have seen rising levels of inflation and increasing interest rates from central banks to curb inflation, in part caused by these sanctions, which have had an impact on M&A activity in the central and Eastern Europe market.

Overview of the U.K. M&A Market

The U.K. is the leading destination in Europe for international deal making. In recent years, this has been as a result of a strong COVID-19 vaccination program.

However, going forward, this trend is predicted to continue for different reasons; there is likely to be an increase in distressed M&A deals, with inflation on the rise and consumer confidence falling. Coupled with the U.K.’s weak currency, international buyers will look to take advantage of lower valuations of companies struggling in the current climate.

Key Sectors for U.K. Investment in Eastern Europe

We see that the following sectors are attractive to U.K. companies for investment in central and Eastern Europe:

•IT and tech: There are well-qualified workers in central and Eastern European countries and the technology sector is on the rise.

Agriculture: Although Ukraine’s grain export has been disrupted due to the war with Russia, with land in surrounding countries having similar yield potential,  exports from these countries will begin to increase.

Renewable energies: There is a general interest in green energy, with EU member states setting net zero targets and countries in south-Eastern Europe offering opportunities for energy projects.

Poland remains a popular market for U.K. companies’ investments, due to its resilient economy and cost-effective workforce, despite increasing geopolitical tensions as a result of the conflict in Ukraine.

Over the past 10 years, U.K. companies have accounted for 124 deals in Poland, the second highest number of inbound acquisitions in Poland. The main target sectors are software, telecoms and financial services.

As with Poland, software companies and telecommunications remain attractive sectors for investment in the Czech Republic.

In September 2022, Zenitech, a U.K.-based transformational technology company, acquired AutSoft, a Hungarian software company. The CEO of Zenitech cited the reason for the transaction as having access to some of the best technology talent in the region.

In June 2022, U.K.-based Lucy Group Ltd. acquired an 80% shareholding in Flashnet, a Romanian internet of things tech company. The purpose of the deal was to invest in smart city technologies, another example of the growth of the tech sector in central and Eastern Europe.

Investment by Eastern European Companies in the U.K.

The U.K. remains one of Europe’s largest economies and the British market is cited by central and Eastern Europe company leaders as a key part of their international expansion strategy, as is evidenced by recent M&A activity:

•In August 2022, Wielton SA, founded in Poland, completed its acquisition of Lawrence David, a British manufacturer of parts for lorries. The CEO of Wielton stated that the U.K. is a strong market for trailers and semi-trailers. He outlined  the company’s presence in the U.K. as crucial to their overall strength in Europe.

In November 2022, Czech betting company Allwyn acquired U.K.-based Camelot Group, which runs the National Lottery.

In December 2022, as part of their extension into Western Europe, Latvian logistics group Kreiss, SIA acquired U.K. company C Neil Dowson Ltd. with the view to delivering first-class haulage solutions to U.K. customers.

Therefore, despite Brexit, inflation, high interest rates and the weakening pound, the U.K. remains an important economy for investment and influence in the rest of Europe.

M&A Trends in 2022/2023

As a result of recent market volatility caused by Russia’s invasion of Ukraine and associated sanctions, raising fuel prices, high inflation and interest rates, we are seeing the following trends in M&A transactional activity between the U.K. and Eastern European countries:

  • Wider use of noncash consideration, paid on deferred terms, due to rising interest rates and the higher cost of borrowing;
  • Increased use of completion accounts, which allow buyers to verify company valuations;
  • •With tech deals on the rise, in central and Eastern Europe and across Europe,  earnouts are becoming more popular due to the challenges of valuing assets in a volatile market;
  • Wider use of material adverse change clauses referring to COVID-19 and the war in Ukraine. E.g., since Polish law provides uncertain levels of contract relief from force majeure events, and in order to be enforceable, material adverse change clauses are included in the acquisition agreement and refer specifically to such events;
  • •Greater use of warranties and indemnities insurance, including in smaller and midmarket deals; and
  • Inflationary pressures, meaning heavy price negotiation and comprehensive due diligence with a view to anticipating risks, which may lead to deals taking longer  to complete or potentially abort.

Outlook for 2023

As a result of Russia’s invasion of Ukraine and consequent sanctions, more and more companies are expected to divest from Russia, likely leading to Western European companies relocating their businesses to nearby central and Eastern European countries that are EU members, such as Poland, the Czech Republic or Hungary. These are lucrative targets due to their cost-effective labor and membership of the single market.

Furthermore, technology startups in central and Eastern European countries are predicted to be attractive for U.K. investment.

Due to its reputational value and transparency, the U.K. market is likely to remain attractive to central and Eastern European investors and to companies wishing to expand their business operations abroad, wanting to be seen as serious business players in the Western European market.

In addition, due to market volatility caused by high inflation, increased fuel prices, the weakening pound and the geopolitical situation, an increase in distressed M&A activity is also anticipated.

Oksana Howard is a Partner at Colman Coyle Ltd. 

The opinions expressed are those of the author(s) and do not necessarily reflect the views of their employer, its clients, or Portfolio Media Inc., or any of its or their respective affiliates. This article is for general information purposes and is not intended to be and should not be taken as legal advice.

Beware of the Register of Overseas Entities deadline of 31 January 2023

Beware of the Register of Overseas Entities deadline of 31 January 2023

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Overseas companies who own UK land or property have until 31 January 2023 to register with the UK Companies Registry, unless they are exempt.  If the deadline is missed you can face severe sanctions (including imprisonment) or be restricted from selling your UK property.

New legislation

Following Russia’s invasion of Ukraine, Parliament expedited the passing of the Economic Crime (Transparency and Enforcement) Act 2022 (the “Act”). The Act came into force on 1 August 2022 and introduced the Register of Overseas Entities (“RoE”). The idea of the RoE is to provide greater transparency on the beneficial ownership of overseas entities that hold property in the UK.  The idea is that the record of this information should bolster the country’s effort to combat money laundering.

Who needs to register?

Overseas entities that wish to acquire property in the UK must now register on the RoE.

The Act also applies retrospectively to overseas entities who acquired property on or after 1 January 1999. For these entities, it is necessary to register on the RoE by 31 January 2023.

Additionally, any overseas entities that disposed of property between 28 February 2022 and 31 January 2023, need to provide details to Companies House of that disposal. Again, this will only apply if the entity disposing of the property acquired it on or after 1 January 1999.

The Act also impacts overseas entities which are tenants of registrable leases lasting more than 7 years.

For those overseas entities who acquired a property in the UK before 1 January 1999, the need to register on the RoE will depend on the date the entity’s application was made to Land Registry to register as the proprietor.

What information must be provided?

Registrable overseas entities need to provide to the Companies House details of beneficial owners. Where a beneficial owner is an individual, their personal details will need to be disclosed to the Companies House, including their name, date of birth, nationality, residential address and a service address when registering the overseas entity, although the information in relation to the individual beneficial owner’s residential address and the exact date of birth will not be publicly displayed.  A statement of why they meet the conditions of being a beneficial owner is also required. This information must be verified by a ‘UK-regulated agent’, such as a legal professional, accountant or a tax advisor, before it is published on the RoE.

What are the consequences of failing to register?

The sanctions are severe. Any registrable overseas entity that has failed to register by 31 January 2023 will have a restriction entered on the title of their property, meaning that they cannot transfer/sell that property. Furthermore, it is a criminal offence not to register if registration is required. Those in default will face a fine, as well as possible imprisonment.

The deadline to register is fast-approaching. If you need help to register or have any queries regarding your obligation to register, please contact our Company Commercial or Property Team on +44 20 7354 3000 or 


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Colman Coyle attend the highly successful IR Global annual conference in Barcelona

Colman Coyle attend the highly successful IR Global annual conference in Barcelona

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Howard Colman, Oksana Howard and Adam Palmer have recently returned from Barcelona where they represented Colman Coyle at the annual IR Global conference.

The conference was a great success bringing together around 350 legal and financial professionals from around the globe.

This was Adam’s first IR conference as part of the Rising Stars programme and gave him a great opportunity to meet and develop connections with other young lawyers involved in international work.

A highlight of the conference for Colman Coyle was the award of the IR Global Member of the year to Howard after a vote of the whole IR Global membership of more than 1300 members.

For Oksana the conference was a great opportunity for her to strengthen relationships with existing members and make new connections through her role as a Committee Member of the M&A Committee.

Colman Coyle are pleased to have been members of IR Global since it’s inception and look forward to many more years working together.