QCA Corporate Governance Code 2023

The Quoted Companies Alliance (QCA) published its revised corporate governance code last week (QCA Code). The QCA Code is used by nearly 900 companies across AIM, the Aquis Stock Exchange and the Main Market, making it a significant voice in the corporate governance space.

The QCA Code sets out ten broad principles, accompanied by an explanation of what the principles involve and includes a set of prescribed disclosures. It asks companies to apply each principle on a “comply or explain” basis. Where a company chooses to depart from the application for a principle it must provide a clear and well-reasoned explanation for doing so.

A Step Closer to a Global Reporting Standard for Corporate Sustainability Disclosures

By Hannah Kendrick on August 11, 2023 Posted in Capital Markets

Companies will long be familiar with the Financial Conduct Authority’s rules on climate disclosure (LR 9.8.6 R (8) and LR 14.3.27 R). The FCA now intends to consult on updating these TCFD-aligned disclosure rules in light of 2 new IFRS Sustainability Disclosure Standards (ISSB standards) published by the International Sustainability Standards Board (ISSB).

The new standards are IFRS S1 on sustainability-related disclosures and IFRS S2 on climate-related matters disclosing material information about all sustainability-related and climate-related risks and opportunities that could reasonably be expected to affect an issuer’s prospects.

German Federal Court Paves the Way for Stock Price Evaluations for Corporate Appraisals and Appraisal Disputes

By Kai Mertens on April 19, 2023 Posted in Capital Markets, Takeovers

The German Federal Court (Bundesgerichtshof – II ZB 12/21) has rendered a landmark decision in an appraisal dispute (Spruchverfahren) allowing the evaluation of enterprises based on their stock price for German corporate reorganisation measures. This decision can make appraisals of undertakings involved in a post-merger scenario much easier. It may solve many appraisal disputes with minority shareholders in squeeze-out or similar scenarios and should make the overall financial planning for takeovers in Germany more predictable.

Glass Lewis publishes UK proxy voting guidelines for 2023

By Susan Flint and Nina Driver on December 2, 2022 Posted in AIM, Capital Markets, Corporate Governance, Listed companies

Glass Lewis has published it 2023 proxy voting guidelines for the UK (the “2023 Guidelines“). The full guidelines can be read here. Updates made in the 2023 Guidelines reflect the trending topics at the forefront of investors and issuers’ minds, including oversight of climate and other environmental and social risks and board diversity and composition. Key changes to last year’s guidelines are summarised below.

External commitments of directors

The 2023 Guidelines stress that an uncommitted director can post a material risk to a company’s shareholders, particularly during periods of crisis.

Cross-Border Corporate Transformations in Germany – Important Changes Ahead

By Kai Mertens on October 18, 2022 Posted in Uncategorized

Germany will implement the EU company law directive (EU) 2017/1132 (latest government proposal). The new law will serve as a basis for EU-wide corporate mergers, divisions and transformations of German companies. In addition, it will provide for essential improvements to mergers and other company reorganizations. Below are some key topics and changes.

General Assemblies in Germany – Virtual or Physical?

By Kai Mertens on August 11, 2022 Posted in Capital Markets, Corporate Governance

Abandoning the Covid-19 concept, Germany has set a new standard for virtual shareholder meetings. The German 2023 general assembly season will be a new legal venture – companies and investors need to prepare.

Proposed Changes To Secondary Fundraisings

By Hannah Crosland on July 27, 2022 Posted in Capital Markets, Listed companies

The UK Secondary Capital Raising Review has made a number of recommendations which, when implemented, will make secondary fundraisings by companies admitted to the Official List significantly quicker, cheaper and easier.

The Review seeks to be “bold and brave” and indeed, it is.

Focus on ESG Disclosures Ramping Up – Examples From the US

By Louise Barber on May 24, 2022 Posted in AIM, Capital Markets, Corporate Governance, Listed companies

The U.S. Securities and Exchange Commission (“SEC”) announced in March 2021 the formation of a Climate and ESG Task Force in the Division of Enforcement with a mandate to identify material gaps or misstatements in issuers’ ESG disclosures.

Diversity & Inclusion Reporting for Listed Companies

By Hannah Crosland on May 12, 2022 Posted in Corporate Governance, Listed companies

The Financial Conduct Authority (FCA) has published amendments to the Listing Rules and the Disclosure Guidance and Transparency Rules which implement mandatory board and executive management-level diversity and inclusion reporting.

In Clear Sight: Nowhere to Hide?

By Andrew Glaze on March 14, 2022 Posted in AIM, Corporate Governance, Listed companies, Money Laundering, Uncategorized

The Government has published the Corporate Transparency and Register Reform White Paper which will significantly transform the corporate landscape and assist in the fight against economic crime.

Key areas of proposed reform include the following: Continue Reading