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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

Annual Financial Reports: ESMA Consults

The European Securities and Markets Authority (ESMA) is consulting on its regulatory technical standards on the European Single Electronic Format (ESEF). From 1 January 2020, issuers listed on regulated markets will be required to prepare their annual financial reports (AFR) in an ESEF. The idea is to make submissions easier for issuers and to facilitate accessibility, analysis and comparability … Continue Reading

AIM Guidance on Disclosures Relating to Equity Financing Products

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

China & UK Tie Up?

In an article published in GlobalCapital, John Loh discusses the Chancellor’s recent speech at the Shanghai Stock Exchange which could see moves for a stock trading link being established between China and the UK. Click here to read the article with commentary from Benjamin Kroymann, a Shanghai and Berlin-based partner at Squire Patton Boggs.… Continue Reading

ESMA’s TRV Report

A report by the European Securities and Markets Authority has found market risks for the European securities markets have increased, and ESMA’s risk indicator for market risk is now at its highest level, “very high”. The report, “Trends, Risks and Vulnerabilities Report No 2 for 2015” on EU securities markets, covers market developments from January … Continue Reading

FCA Quarterly Consultation

The Financial Conduct Authority has published its quarterly consultation paper which, amongst other things, proposes a number of amendments to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules. The proposals include: Changes to the requirements on cancellation of listing of securities following a takeover offer. This would require a controlling shareholder (of 80%) to … Continue Reading

ESMA consults on MiFID II ITS

The European Securities and Markets Authority (“ESMA”) is holding consultations on the remaining Implementing Technical Standards (“ITS”) under the Markets in Financial Instruments Directive II legislation (“MiFID II”), as is required before it makes its final submission to the European Commission. The paper seeks stakeholders’ views on the following three draft ITS: the suspension and removal … Continue Reading

Recent Market Activity

Recent market activity: IPOs Kainos Group plc offer of existing shares and admission to premium listing and to trading on the Main Market of the London Stock Exchange. Sophos Group plc underwritten global offer of new and existing shares and admission to premium listing and to trading on the Main Market of the London Stock Exchange. … Continue Reading

US SEC Proposed Clawback Rules

US SEC Proposed Clawback Rules – Application to Foreign Issuers with a Secondary Listing in the US  In July 2015, the US Securities and Exchange Commission issued the proposed clawback rules, which would obligate national securities exchanges to adopt listing standards that require listed companies to adopt and disclose clawback policies to recover from current … Continue Reading

AIM Rule Change

The London Stock Exchange has made minor changes to the availability of derogations from Rule 36 of the AIM Rules for Companies (Rules). Under Rule 36, securities that are admitted to AIM must be eligible for electronic settlement. In the past, the Exchange provided derogations from Rule 36 to enable the admission to AIM of … Continue Reading


MIFID II: Final Report on Draft Technical Standards ESMA has published its final report on draft technical standards on authorisation, passporting, registration of third country firms and co-operation between competent authorities under MiFID II and MiFIR. The final report covers the majority of the draft technical standards on investor protection topics that ESMA is expected … Continue Reading

Global Equity Capital Markets Review

Global Equity Capital Markets Review for the First Half of 2015 Thomson Reuters has published its global equity capital markets review for the first half of this year. It shows that global ECM activity totaled US$516.8 billion during the first half of 2015, representing a 9% increase compared to the first half of 2014. This … Continue Reading

Revised Draft Prospectus Standards

The European Securities and Markets Authority has published its final report and draft regulatory technical standards (RTS) on prospectus-related issues under the Omnibus II Directive. The draft RTS specify procedures for the approval of prospectuses, publication of approved prospectuses and the dissemination of advertisements and other information relating to an offer or admission of securities … Continue Reading

Smaller Listed and AIM Quoted Companies’ Reporting

The Financial Reporting Council has issued a discussion paper seeking views on measures to help smaller listed and AIM quoted companies improve the quality of their corporate reports. One of the FRC’s findings was that smaller quoted companies have a higher incidence of poorer quality annual reports than their larger counterparts. The FRC also considered … Continue Reading

FCA Rules Consultation

The Financial Conduct Authority has published its ninth quarterly consultation paper. Chapter 2 of the consultation paper sets out proposals to amend the Listing Rules and Disclosure and Transparency Rules to take account of, among other things, implementation of the revised UK Corporate Governance Code in September 2014. The minor proposed amendments include: Amending the … Continue Reading

Foreign Investment in Saudi Arabia

Saudi Arabia’s Capital Market’s Authority (CMA) has published its rules for qualifying foreign investment in listed shares. The rules, which will come into effect on June 1, set out the criteria and procedures for qualified foreign financial institutions to be considered for registration and for trading of shares starting June 15 on the Saudi Stock … Continue Reading

Capital Markets Union Green Paper

The European Securities and Markets Association (ESMA) is fully supportive of the European Commission’s Green Paper on the Capital Markets Union (CMU) and to ensuring a deeper, more integrated capital market encompassing all EU member states. In its response, ESMA also outlines its commitment to working with the Commission to achieve this milestone initiative. We … Continue Reading