The German Federal Court (Bundesgerichtshof – II ZB 12/21 – link) 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 … Continue Reading
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. … Continue Reading
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.… Continue Reading
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.… Continue Reading
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.… 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
Many listed companies are now starting to prepare for the 2021 annual general meeting (“AGM”) season and plan their next annual report. This note summarises what we think will be some of the key agenda items for 2021.… Continue Reading
Deal volumes over the past 18 months Looking back at IPO volumes in 2019 compared to 2018, we saw a 51% decrease in the aggregate number of IPOs across both the Main Market and AIM which is perhaps unsurprising given the uncertainty surrounding Brexit and concern stemming from global trade tensions. IPO activity levels since … Continue Reading
The Investment Association (IA) has written to the chairs of FTSE 350 companies setting out the position of the IA in relation to certain issues which have arisen due to the COVID-19 pandemic. The letter emphasises the IA’s position as a representative of long-term investors and clarifies the views of its members as regards the … Continue Reading
The 2020 AGM season is upon us at a time of the fast escalating coronavirus pandemic. This briefing looks at the implications of coronavirus on AGMs. Public companies must hold an AGM within six months of their financial year end. By their very nature, AGMs entail people travelling to gather in one place. This raises … Continue Reading
The Investment Association (“IA”) has published an interesting report following its investigation into dividend payment practices of UK listed companies. The research was carried out in response to the Department for Business, Energy and Industrial Strategy’s concern that an increasing number of companies are paying ordinary dividends without seeking shareholder approval, which undermines transparency and … Continue Reading
The Financial Conduct Authority has published a consultation paper on reforming the availability of information in the UK equity IPO process. In the FCA’s view, for too long information on companies about to float has been restricted to corporate finance advisory firms and investment bankers. By the time the prospectus is published, trading in the … Continue Reading
ESMA has published an updated version of its Q&A on the Market Abuse Regulation. Clarification has now been provided on the following matters: For the purpose of calculating whether the threshold triggering the notification obligation under Article 19(1) of the MAR has been reached, the transactions carried out by a person discharging managerial responsibilities (PDMR) … 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
The EU Council has agreed a negotiating stance on proposed new rules on prospectuses for the issuing and offering of securities in the EU. The proposed Regulation is an important step towards the creation of the capital markets union which is due to be fully functioning by the end of 2019. The draft regulation seeks to provide all … Continue Reading
The Financial Conduct Authority has published a discussion paper on the availability of information during the UK equity IPO process. The FCA focuses on 2 key issues: the fact that in the vast majority of London IPOs (in the absence of a retail or other public offer) an approved prospectus is not published until immediately … Continue Reading
The London Stock Exchange has issued AIM Notice 44 in which it is consulting on proposed changes to the AIM Rules for Companies in advance of the Market Abuse Regulation coming into effect on 3 July 2016. MAR establishes a new EU-wide regulatory framework on market abuse which expands on the previous regime and includes insider dealing, unlawful … Continue Reading
The London Stock Exchange has published Notice N02/16, which sets out the revised Admission and Disclosure Standards and High Growth Segment Rulebook. The revised Standards have been adopted in the same form as that proposed by the LSE in its consultation published on 4 December 2015 with the exception of the proposed amendments relating to … Continue Reading
The Code Committee of the Takeover Panel has published a public consultation paper, PCP 2016/1, setting out proposed amendments to the Takeover Code (the “Code”) with regard to the communication and distribution of information and opinions during an offer by, or on behalf of, an offeror or the offeree company. The Code Committee considers that … Continue Reading
The Takeover Appeal Board has considered the wording in Rule 2.6(d) of the Takeover Code, which deals with the time by which a publicly identified potential offeror, which is in competition with an announced firm offeror, must clarify its intentions in relation to the offeree company. By way of background, on 14 October, Capita plc … Continue Reading
The Financial Conduct Authority has published its eleventh quarterly consultation paper (CP15/42). One of the proposals is to change the FCA’s Enforcement Guide given the FCA’s new power to suspend voting rights for shareholders who do not comply with certain Transparency Directive requirements. The new Transparency Regulations 2015, which amended the Financial Services Markets Act by adding section … Continue Reading
The Institutional Shareholder Services has published an update to its benchmark voting policy. ISS has confirmed that it will make the following changes to its UK & Ireland Proxy Voting Guidelines to be published in December 2015: “Overboarding”: ISS may issue an adverse recommendation for overboarding if the following guidelines are not met (although a … Continue Reading
From 26 November 2015, all issuers must disclose their home Member State to: the competent authority of the Member State where it has its registered office, where applicable the competent authority of the home Member State; and the competent authorities of all host Member States. To assist with this, the European Securities and Markets Authority … Continue Reading
