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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

ISS Revised Voting Policy

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

Need to (Re)Notify FCA of Home Member State

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

Delay in Disclosure of Inside Information: FCA Consults

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 Transparency Directive: ESMA Updates

The Transparency Directive (TD), which creates a common basis for disclosure and dissemination of regulated information to the EU markets, was amended in 2013 and comes into force on 26 November 2015. The European Securities and Markets Authority has published four documents relating to the amended TD to promote implementation and contribute to a harmonised EU … Continue Reading

Reliance By Shareholder Investors On Misrepresentations In Financial Statements

The Full Federal Court published its reasons for judgment in allowing an appeal in a securities class action, Caason Investments Pty Ltd & Anor v Simon Cao & Others NSD 269 of 2015 (“Caason”).  Applicants can now plead market-based causation for claims for misstatements and omissions in an IPO and short form prospectus, as well … Continue Reading

Capital Markets Union – An Update

The European Commission launched the Capital Markets Union Action Plan on 30 September 2015 to help build a true single market for capital across the 28 EU Member States. The plan aims to improve investment alternatives by increasing and diversifying the funding sources for Europe’s businesses and long-term projects, including a step plan, such as … Continue Reading

ESMA’s Final Report on MiFID II/MiFIR

The European Securities and Markets Authority has announced the Draft Regulatory and Implementing Technical Standards MiFID II/MiFIR. This includes the “Markets in Financial Instruments Directive” (MiFID II), the “Market Abuse Regulation” (MAR) and the “Central Securities Depositaries Regulation” (CSDR). The aim of these new rules is to make the markets more fair, more secure and more … Continue Reading