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 … Continue Reading
The Financial Conduct Authority has published its final changes to the Listing Rules in order to encourage SPACs (special purpose acquisition companies) to list on the London Stock Exchange. The new rules will come into force on 10 August 2021. The FCA consulted previously on the listing of SPACs, noting the need to balance investor … Continue Reading
Directors’ reporting and the statutory audit have taken a battering in light of recent corporate catastrophes such as Thomas Cook Group plc, Carillion plc and BHS. In response, the government commissioned three independent reviews in 2018: Sir John Kingman’s Independent Review of the Financial Reporting Council (FRC), the Competition and Market Authority (CMA)’s Statutory Audit … Continue Reading
The Financial Conduct Authority’s consultation paper (CP 20/3) on climate-related disclosures proposes that a new listing rule will take effect for financial accounting periods beginning on or after 1 January 2021. There is a growing ground-swell around disclosure of all environmental, social and governance (“ESG”) related matters as issuers and investors become increasingly engaged with … Continue Reading
Company directors will deal regularly with questions and issues that require some legal input, whether that comes internally or from private practice. Most will be aware that some legal communications attract privilege but less well-understood are the myriad pitfalls that can cause an inadvertent waiver of that legal protection. The post COVID-19 environment sees an … Continue Reading
We would like to share with you a post drafted by our colleagues on their Restructuring GlobalView blog. It takes a good look at directors’ duties in these unprecedented times.… Continue Reading
Colleagues in the Environmental, Safety and Health practice group have published an interesting post on the recent Vedanta Resources decision. In that case, the UK Supreme Court held that a claim for negligence and breach of statutory duty against a mining company based in Zambia and its English parent can be heard by the UK … Continue Reading
Introduction The Pensions and Lifetime Savings Association (“PLSA”), representing the occupational pensions industry, has published guidance on market best practice to assist its members when exercising their vote at AGMs in 2019. The revised version of its Corporate Governance Policy and Voting Guidelines (“Guidance”) reflects the introduction of the 2018 UK Corporate Governance Code which … Continue Reading
The Investment Association has published a revised version of its Principles of Remuneration for the 2019 AGM season, most of the changes reflecting the new UK Corporate Governance Code. Colleagues in the Squire Patton Boggs Tax Strategy and Benefits practice group have posted this insight on their blog, Compensation And Benefits Global Insights.… Continue Reading
The London Stock Exchange (LSE) has published amended AIM Rules for Nominated Advisers (Nomad Rules). The Nomad Rules set out the eligibility requirements, ongoing obligations and certain disciplinary matters in relation to nominated advisers (Nomads). The revised rules will come into effect on 30 July 2018. The main rule changes being introduced are: Additional eligibility criteria … Continue Reading
There is increasing concern about the public availability of residential addresses in a digital world. A balance needs to be struck between ensuring that the information on the company register is of practical use in achieving corporate transparency but, at the same time, ensuring that the information does not become a tool for abuse, such as … Continue Reading
The London Stock Exchange has published AIM Notice 50 which, amongst other things, announces the implementation of updated versions of the AIM Rules for Companies and the AIM Rules for Nominated Advisers from 30 March. Marked up versions of both are also available on the LSE’s website. In providing feedback on the changes proposed in AIM Notice 49, … Continue Reading
The Institute of Chartered Secretaries and Administrators (ICSA) and the Investment Association (IA) have published guidance entitled “The Stakeholder Voice in Board Decision Making; Strengthening the business, promoting long-term success”. This guidance is aimed at the boards of all companies, whether listed or privately owned and regardless of sector or size. The guidance acknowledges that … Continue Reading
The Fourth Money Laundering Directive ((EU) 2015/849) (“MLD4″) must be transposed into national law by 26 June 2017. MLD4 requires (amongst other things) corporate and other legal entities to disclose their beneficial owners. In many respects this is currently being done under the PSC regime. However, MLD4 goes further than the PSC regime in two … Continue Reading
The government has published the Reporting on Payment Practices and Performance Regulations 2017. The regulations come into force on 6 April 2017 and, subject to certain exceptions, the duty to report will apply in relation to financial years beginning on or after 6 April 2017. The regulations only apply to “qualifying” companies incorporated within the UK. … Continue Reading
The Pensions and Lifetime Savings Association (PLSA) has published a revised version of its Corporate Governance Policy and Voting Guidelines. The main changes in emphasis include the following: Leadership: In addition to a board’s accountability to shareholders for protecting and generating sustainable value over the long term, the Guidelines specifically state that directors are required … Continue Reading
The European Securities and Market Authority has published its final guidelines on the steps and the records that a person receiving a market sounding will have to consider and implement according to Article 11(11) of the Market Abuse Regulation (EU) No 596/2014 (MAR). A market sounding is the disclosure of information to one or more potential investors, … Continue Reading
Colleagues have published a new post, The Executive Remuneration Games: updated guidance on the Compensation and Benefits Global Insights blog. The post looks at the GC100 and Investor Group’s recently published updated directors’ remuneration reporting guidance. This reflects the changes in practice since their original guidance in 2013 and the voting patterns of the 2016 AGM season. The … Continue Reading
The Pre-Emption Group has published a monitoring report on the implementation of its 2015 Statement of Principles for disapplying pre-emption rights and a template resolution for disapplying pre-emption rights. The monitoring report reveals that the 2015 Statement of Principles was generally adhered to but, having considered the views of investor representatives on best practice, the Pre-Emption … Continue Reading
The Squire Patton Boggs’s Compensation and Benefits Global Insights blog is hosting a new post entitled “Shareholder Spring 2: Rabbit Emerges From The Hat”. The post looks at the Investment Association’s Interim Report which will be used to inform a revision of the IA’s “Principles of Remuneration”. Essentially, they are looking to fix an executive remuneration … Continue Reading
The Financial Conduct Authority is proposing to amend its guidance on when an issuer can legitimately delay disclosure of inside information. It is proposing to remove the last sentence in DTR 2.5.5G in order to clarify that issuers may have a legitimate reason to delay disclosure in circumstances other than the non-exhaustive examples set out … Continue Reading
The Financial Reporting Council has published its Annual Report 2015 on corporate reporting. The report is generally positive and notes that boards generally responded well to the new strategic report requirements (formerly the business review requirement). However, the report also highlights some concerns, notably about how boards assess materiality when deciding whether, and, if so, how they … Continue Reading
The London Stock Exchange has issued its 2016 Dividend Procedure timetable which applies to both listed companies and those trading on AIM. The key changes from the 2015 Timetable are as follows (extracts shown): The Basic Principle If a dividend is to be made ex, the dividend must be declared via a PIP or notified … Continue Reading
Following the well-publicised issues at Quindell plc, AIM Regulation has published guidance on AIM company disclosures arising from equity financing products involving AIM securities in which an AIM company or its directors may have an interest. Such products include equity financing facilities, equity swap facilities and certain crowd funding type products. The following points are included in the guidance: … Continue Reading
