TOGETHER WITH…

Table of Contents

• TOGETHER WITH…

• EDITOR’S RAMBLE 🗣

• FEATURED REPORT 📰

• TOGETHER WITH LEGAL TECH TRENDS* 🤝

• IN OTHER NEWS 🗞

• AROUND THE WEB 🌐

• STUFF THAT MIGHT HELP YOU 👌

EDITOR’S RAMBLE 🗣

Last week I asked where you all were reading from.

I know more than 90% of the LittleLaw audience is UK-based (like me).

But I was interested to hear from the international readers we’ve got (thanks if you emailed)!

Thought I’d share some responses 👇️ 

🌍️ So, wherever you’re reading from, enjoy today’s newsletter!

- Idin

FEATURED REPORT 📰

🔫 The name’s Convertible Bond

(so sorry about that title — just had to do it 🙃)

What's going on here?

Alibaba, the Chinese e-commerce giant, is planning to raise $5 billion by issuing “convertible bonds”.

What’s a convertible bond?

First, what is a bond?

Imagine you lend your friend £100 for five years. In return, your friend agrees to pay you back the £100 after five years and also promises to give you £5 every year as a thank you for lending them the money.

So, every year for five years, you get £5, and at the end of five years, your friend pays you back the £100.

Well, that’s how bonds work — they’re like loans investors give to companies which are repaid by the company on a specific date. Until that date, the company typically pays you interest (in this example, that’s 5%).

Now, what is a convertible bond?

Imagine you lend another friend £100 for five years, and they also promise to pay you £5 every year. However, this friend gives you an extra option: if their business becomes really successful and their share price goes up, you can choose to convert your £100 loan into 10 shares of their company at a pre-set price.

So, you get £5 every year for five years (your 5% interest), plus at the end of the five years, you can choose: If the company does well and each share becomes worth £15, you can convert your £100 bond into 10 shares (now worth £150 total). If the company doesn't do well, you just get your £100 back.

A convertible bond is like a regular bond, but with a bonus option — depending on the movement of the stock price, you can convert your bond into shares and potentially make more money.

Why is Alibaba doing this?

1. Buy back shares: The company wants money to buy back some of its shares. This can help improve its share price — reducing its supply of shares should result in a price increase (we wrote about share buybacks here).

2. Flexible financing: Because convertible bonds offer that “conversion” benefit, they usually pay a lower interest rate than regular bonds. This makes them cheaper for companies to offer (plus it means the value of their shares isn’t immediately watered down from the company issuing brand new shares).

3. Keep up with competitors: Alibaba's biggest competitor, JD.com, recently issued $1.75 billion in convertible bonds. So there’s a trend among Chinese tech companies to raise money in this way.

(If you want to see an investor’s deeper analysis of Alibaba’s reasons, this video is cool)

How did markets react?

Not so well — Alibaba's share price dropped over 5% after the announcement.

Investors were worried that the company had taken on too much debt.

The price shift was also a reaction to the fact that these bonds will probably convert into shares in the future and water down the existing share price.

What’s the role of lawyers in the issue of convertible bonds?

• Capital Markets: Lawyers in this area draft and review the bond offering documents (called a circular or prospectus) which detail the terms of the convertible bonds. They ensure it’s all accurate and compliant with relevant securities laws. They also help with the process of listing the bonds on a stock exchange (like the London Stock Exchange) so the bonds are tradable.

• Corporate: These lawyers manage issues related to the corporate formalities of the issuing companies. For example, they will get necessary shareholder approvals and draft board resolutions to authorise the companies issuance of the convertible bonds.

• Banking & Finance: Lawyers in this area cover the financial aspects of convertible bond issuances, advising on the terms of the bonds (like how the bonds can be converted into shares, the interest rates paid to investors, and the conditions for early repayment). They ensure the bond aligns with market standards and complies with relevant financial regulations.

• Tax: Tax lawyers review the tax treatment of convertible bonds for both issuers and investors to make sure they are tax efficient and follow relevant tax laws.

TOGETHER WITH LEGAL TECH TRENDS* 🤝

If you've ever mentioned “legal tech” in your applications…

Ask yourself: Do I really know enough to talk about it in an interview?

Well, Legal Tech Trends will change that for you.

This fortnightly newsletter covers:

• 💡 the ideas shaping the future of law

• 📈 the latest developments in legal tech

• 🖥️ how tech changes the way lawyers actually work

Oh, and it’s free.

Interested in joining readers from leading global firms and legal departments?

* This is sponsored content

❌ It’s time to ditch "Dear Sirs"

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IN OTHER NEWS 🗞

• ⚖️ Alternative business structures (ABSs), which now make up nearly 12% of law firms in England and Wales, could show up in Europe. ABSs allow non-lawyers to run law firms. Some consider this risky, especially after the collapse of Axiom Ince. But others see the benefits in them. Now, in the US, non-lawyers can own law firms too. The EU might allow the same, depending on a landmark case in the Court of Justice of the European Union. This case challenges Germany's ban on third-party ownership in law firms, arguing it violates EU laws on capital movement and establishment.

• 🏦 Coventry Building Society has agreed to buy the Co-operative Bank for £780m. The deal, which is expected to finalise in early 2025, will merge millions of customers and £89 billion in assets. Both banks will keep their names and branding during the integration. This move returns Co-op Bank to a mutual structure, owned by members rather than investors. The law firms Addleshaw Goddard, Freshfields and Paul Hastings are all playing a role in this deal.

• 🎸 The US Department of Justice is suing Live Nation (Ticketmaster’s parent company) for anticompetitive practices in the concert industry. The argument is based on Live Nation just being too big — it manages over 400 artists, owns 260 concert venues, and controls more than 80% of major concert ticketing through Ticketmaster. Live Nation’s lawyers will argue that their scale reduces costs for consumers, their market share is shrinking and their profits are low.

• 🖥️ The Information Commissioner's Office (the UK’s data watchdog) is investigating Microsoft's new “Recall” feature, which takes screenshots of your laptop every few seconds. Privacy campaigners call it a potential "privacy nightmare" despite Microsoft insisting “Recall” is optional and data remains encrypted and local. The ICO is seeking more details on the product's safety. Microsoft maintains that “Recall” allows users to control what is captured and ensuring that sensitive data is protected adequately.

AROUND THE WEB 🌐

• 🪕 Soothing: Destress by strumming some virtual strings

• 👥 Fun: Can you tell a real person from an AI?

• 🖊️ Cool: Use fancy fonts to post anywhere on the internet

Credit: r/internetisbeautiful

STUFF THAT MIGHT HELP YOU 👌

• 📹️ Free application help: If you're applying to commercial law firms, check out my YouTube channel for actionable tips and an insight into the lifestyle of a commercial lawyer in London.