Capital Markets

Subscribe to Capital Markets RSS Feed

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 … Continue Reading

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

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 … Continue Reading

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. … Continue Reading

COVID-19: The Investment Association’s Position

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

Towards a “Distribution Policy”

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

ESMA updates its Market Abuse Q&A

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

ESMA Guidance on Market Soundings

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

Proposed Changes to AIM Rules

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 Takeover Panel Consults

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

Takeover Timing

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

FCA Consults on Changes to the Enforcement Guide

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