• At Kemp Little, we are known for our ability to serve the very particular needs of a large but diverse technology client base. Our hands-on industry know-how makes us a good fit with many of the world's biggest technology and digital media businesses, yet means we are equally relevant to companies with a technology bias, in sectors such as professional services, financial services, retail, travel and healthcare.
  • Kemp Little specialises in the technology and digital media sectors and provides a range of legal services that are crucial to fast-moving, innovative businesses.Our blend of sector awareness, technical excellence and responsiveness, means we are regularly ranked as a leading firm by directories such as Legal 500, Chambers and PLC Which Lawyer. Our practice areas cover a wide range of legal issues and advice.
  • Our Commercial Technology team has established itself as one of the strongest in the UK. We are ranked in Legal 500, Chambers & Partners and PLC Which Lawyer, with four of our partners recommended.
  • Our team provides practical and commercial advice founded on years of experience and technical know-how to technology and digital media companies that need to be alert to the rules and regulations of competition law.
  • Our Corporate Practice has a reputation for delivering sound legal advice, backed up with extensive industry experience and credentials, to get the best results from technology and digital media transactions.
  • In the fast-changing world of employment law our clients need practical, commercial and cost-effective advice. They get this from our team of employment law professionals.
  • Our team of leading IP advisors deliver cost-effective, strategic and commercial advice to ensure that your IP assets are protected and leveraged to add real value to your business.
  • Our litigation practice advises on all aspects of dispute resolution, with a particular focus on ownership, exploitation and infringement of intellectual property rights and commercial disputes in the technology sector.
  • We have an industry-leading reputation for our outsourcing expertise. Our professionals deliver credible legal advice to providers and acquirers of IT and business process outsourcing (BPO) services.
  • We work alongside companies, many with disruptive technologies, that seek funding, as well as with the venture capital firms, institutional investors and corporate ventures that want to invest in exciting business opportunities.
  • Our regulatory specialists work alongside Kemp Little’s corporate and commercial professionals to help meet their compliance obligations.
  • With a service that is commercial and responsive to our clients’ needs, you will find our tax advice easy to understand, cost-effective and geared towards maximising your tax benefits.
  • At Kemp Little, we advise clients in diverse sectors where technology is fundamental to the ongoing success of their businesses.They include companies that provide technology as a service and businesses where the use of technology is key to their business model, enabling them to bring their product or service to market.
  • We bring our commercial understanding of digital business models, our legal expertise and our reputation for delivering high quality, cost-effective services to this dynamic sector.
  • Acting for market leaders and market changers within the media industry, we combine in-depth knowledge of the structural technology that underpins content delivery and the impact of digitisation on the rights of producers and consumers.
  • We understand the risks facing this sector and work with our clients to conquer those challenges. Testimony to our success is the continued growth in our team of professionals and the clients we serve.
  • We advise at the forefront of the technological intersection between life sciences and healthcare. We advise leading technology and data analytics providers, healthcare institutions as well as manufacturers of medical devices, pharmaceuticals and biotechnological products.
  • For clients operating in the online sector, our teams are structured to meet their commercial, financing, M&A, competition and regulatory, employment and intellectual property legal needs.
  • Our focus on technology makes us especially well positioned to give advice on the legal aspects of digital marketing. We advise on high-profile, multi-channel, cross-border cases and on highly complex campaigns.
  • The mobile and telecoms sector is fast changing and hugely dependent on technology advances. We help mobile and wireless and fixed telecoms clients to tackle the legal challenges that this evolving sector presents.
  • Whether ERP, Linux or Windows; software or infrastructure as a service in the cloud, in a virtualised environment, or as a mobile or service-oriented architecture, we have the experience to resolve legal issues across the spectrum of commercial computer platforms.
  • Our clients trust us to apply our solutions and know-how to help them make the best use of technology in structuring deals, mitigating key risks to their businesses and in achieving their commercial objectives.
  • We have extensive experience of advising customers and suppliers in the retail sector on technology development, licensing and supply projects, and in advising on all aspects of procurement and online operations.
  • Our legal professionals work alongside social media providers and users in relation to the commercial, privacy, data, advertising, intellectual property, employment and corporate issues that arise in this dynamic sector.
  • Our years of working alongside diverse software clients have given us an in-depth understanding of the dynamics of the software marketplace, market practice and alternative negotiating strategies.
  • Working with direct providers of travel services, including aggregators, facilitators and suppliers of transport and technology, our team has developed a unique specialist knowledge of the sector
  • Your life as an entrepreneur is full of daily challenges as you seek to grow your business. One of the key strengths of our firm is that we understand these challenges.
  • Kemp Little is trusted by some of the world’s leading luxury brands and some of the most innovative e-commerce retailers changing the face of the industry.
  • HR Bytes is an exclusive, comprehensive, online service that will provide you with a wide range of practical, insightful and current employment law information. HR Bytes members get priority booking for events, key insight and a range of employment materials for free.
  • FlightDeck is our portal designed especially with start-up and emerging technology businesses in mind to help you get your business up and running in the right way. We provide a free pack of all the things no-one tells you and things they don’t give away to get you started.

Initial Coin Offerings - give me back my money?

Kemp Little has advised in respect of several Initial Coin Offerings (“ICOs”) in particular in relation to the existing UK financial regulatory framework and how it may indirectly apply, the tax treatment of ICO contributions, and the legal terms that govern ICOs.

We have recently examined a sample of ICO terms available on the internet. The table showed that currently there are very few trends in terms of what is considered ‘market standard’.

Table showing that currently there are very few trends in terms of what is considered ‘market standard’.

One complex area that is being treated differently by issuers is whether contributors are entitled to a refund of their contributions. This is an interesting issue because it demonstrates the tension between the practical nature of blockchain technology which provides for an immutable record of transactions that is incapable (hard-forks aside) of being reversed, on the one hand; and the right for a consumer to cancel a distance contract in accordance with Regulation 29 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013[i] on the other.

Immutability means that deleting out a transaction is not possible.  Further, the non-fungible nature of cryptocurrencies means that the contribution funds are often instantly commingled.  This means the exact same cryptocurrency from the contribution cannot be returned to the contributor – only an equivalent amount of cryptocurrency can (which may or may not have the same fiat value at the time of the return).

It is clear from our research that:

  1. some ICO issuers are likely to have been in breach of EU law by failing to offer their contributors a right to cancel and/or a refund; and

  2. some ICO issuers have gone above the requirements of EU law by offering a broader right to refund than required.

In the context of the immutable and non-fungible features mentioned above, this second observation raises interesting questions as to whether such issuers could actually honour the refund right they guaranteed and whether tokens distributed as part of an ICO are even capable in practice of being refunded.

A possible route through this may be found in Regulation 36 of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013[ii]. Depending on the technical set up and timing of alt-coin distributions under the ICO it may be possible (both legally and practically) to offer a refund to contributions provided the related distribution has not yet been made. If the issuer has already made the distribution then it is possible that the services have been ‘fully performed’ and therefore, provided the terms have been drafted appropriately the contributor’s right to a refund may fall away.

This is far from a clear-cut area and is undergoing rapid developments: the exact rights that the contributor receives under the ICO terms and conditions will turn on the drafting and technical set up of the ICO.  Issuers should be wary however that structuring their ICO in certain ways (particularly in relation to the timing of when the contract is entered into and when the distribution is made) could inadvertently lead to the tokens being considered a financial contract (e.g. a future) that may be subject to additional financial regulations.


Contact our experts for further advice

Chris Hill, Rich Folsom, James Taylor