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.

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


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.

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

Stock Market

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.

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Glass Lewis publishes UK proxy voting guidelines for 2023

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.  

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Cross-Border Corporate Transformations in Germany – Important Changes Ahead

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.

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Focus on ESG Disclosures Ramping Up – Examples From the US

Money tree

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.

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