Iain Wright

Iain Wright

Morgan Lewis

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EU Commission Proposes to Amend Shareholder Rights Directive

The proposal covers shareholder votes on remuneration policies and related party transactions and greater transparency obligations on certain market participants. The European Commission (EU Commission) recently...more

4/15/2014 - Asset Management EU Intermediaries Market Participants Proxy Advisors Remuneration Say-on-Pay Shareholder Rights Transparency

EU Commission Proposes Further Harmonisation of Single-Member Companies

The proposed directive seeks to coordinate national requirements concerning the formation, registration, and operation of single-member companies. On 9 April, the European Commission published a provisional draft of a...more

4/14/2014 - EU Globally Harmonized System International Harmonization Limited Liability Companies LLC

English Court Finds Shareholder Default Provisions Unenforceable as a Penalty

Decision serves as a reminder that careful consideration should be given to provisions dealing with the consequences of breaches of restrictive covenants and other terms of commercial agreements....more

12/12/2013 - Breach of Contract Contract Drafting Penalties Restrictive Covenants Shareholders UK Void and Unenforceable

UK High Court Clarifies Scope of Directors’ Duties

Court holds that directors may legitimately defer to the views of fellow directors if persuaded that the views are in the best interests of the company. On 18 October, in Madoff Securities International Limited (In...more

11/22/2013 - Bernie Madoff Board of Directors Corporate Counsel Corporate Governance EU Fiduciary Duty Professional Liability UK

UK Capital Maintenance Principle May Restrict Damages Awards

Obiter dicta by High Court suggests that damages may not be available as a remedy where an English company breaches a contractual obligation and performance of that obligation would have required a breach of the "capital...more

11/12/2013 - Breach of Contract Contract Interpretation Damages Shareholders UK

UK High Court Revisits Issue of Where a Contract Is Formed

Court confirms that, in certain circumstances, a contract can be made in two jurisdictions. On 7 October 2013, in Conductive Inkjet Technology Ltd v Uni-Pixel Displays Inc, [2013] EWHC 2968 (Ch), the High Court of...more

11/7/2013 - Choice-of-Law Contract Drafting Contract Formation Corporate Counsel EU Jurisdiction Non-Disclosure Agreement UK

Strict UK Litigation Privilege Test for Joint Liquidator Reports

High Court holds that reports used by the Serious Fraud Office to obtain search and arrest warrants are not subject to litigation privilege in subsequent civil proceedings. ...more

8/29/2013 - Arrest and Conviction Records Liquidation Litigation Privilege Search Warrant SFO UK

QCA Revises Corporate Governance Code for Small and Mid-Size Quoted Companies

New QCA code highlights the importance of relationships between companies and their shareholders and aims to provide clear, detailed guidance on the characteristics and composition of effective, independent boards....more

5/8/2013 - Board of Directors Corporate Governance EU Quoted Companies Shareholders

Takeover Code Amendments Extend the Rights of Pension Scheme Trustees

Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more

4/30/2013 - Employee Benefits EU New Legislation Offerors Pensions Takeover Agreement Trustees

Cyprus Bailout: Potential Recourse for Lost Investments

Large depositors in Cyprus's two largest banks may consider international arbitration and appeals to the European courts to recover funds lost under the bailout plan....more

4/15/2013 - Bilateral Investment Treaties Central Bank of Cyprus Cyprus Bailout EU European Court of Human Rights European Court of Justice Foreign Investment International Arbitration International Monetary Fund

Corporate Aspects of the UK Financial Services Act 2012

Long-heralded reform of the UK financial services regulation architecture impacts the listed company regime. On 1 April, a new financial regulation architecture became operative in the UK through the Financial...more

4/12/2013 - Bank of England Financial Conduct Authority Financial Services Act Financial Services Authority Listing Standards Prospectus Prudential Regulation Authority

Update: London Stock Exchange Publishes Final Rulebook for High-Growth Segment

Fast-growing European companies can now apply for admission to trading on the new segment of the LSE's Main Market....more

4/3/2013 - Disclosure Requirements EU High Growth Segment London Stock Exchange

ESMA Publishes Draft Standards for Prospectus Supplements

Aim of proposed regulatory technical standards and consultation paper is to clarify the list of events that will trigger the automatic requirement for a supplement....more

3/26/2013 - ESMA EU European Commission Prospectus Supplementation Requirements

Update: UK Government Publishes Changes to Law on Share Buy Backs

Changes aim to help companies make greater use of employee share schemes and equity arrangements. On 19 March, the revised draft of the UK Companies Act 2006 (Amendment of Part 18) Regulations 2013, including final...more

3/21/2013 - Buyback Programs Employee Stock Purchase Plans Equity Compensation EU Proposed Legislation

UK Financial Services Authority Sets Precedent Under New Penalty Policy

FSA's methodology for calculating financial penalties is expected to lead to significantly higher fines than in the past. On 18 March, the UK Financial Services Authority (FSA) published a final notice imposing a fine...more

3/20/2013 - Financial Services Authority Fines Penalties

UK Financial Services Authority Releases Draft Handbooks for New Regulators

Handbooks for Financial Conduct Authority and Prudential Regulation Authority will replace FSA Handbook on 1 April. On 8 March, the UK Financial Services Authority (FSA) published draft handbooksfor the two new...more

3/12/2013 - Financial Conduct Authority Financial Services Authority Handbooks Listing Standards Prospectus Prudential Regulation Authority Transparency

UK Government Publishes Proposals for Changes to Law on Share Buy Backs

Proposals aim to help companies make greater use of employee share schemes and equity arrangements. On 15 February, the UK Government published its response to its consultation on the share buy back recommendations made...more

2/27/2013 - Buyback Programs EU Incentive Stock Options Share Buybacks

Guidelines Monitoring Group Updates Walker Guidelines

Update does not amend guidelines but includes illustrations of best-practice reporting. On 20 February, the Guidelines Monitoring Group (GMG), an independent body providing oversight on disclosure issues, published an...more

2/27/2013 - Financial Services Authority Private Equity The Walker Guidelines

London Stock Exchange Publishes Draft Rulebook for New Fast-Growth Segment

Rulebook sets out criteria for admission to the high-growth segment, which has been designed to meet the needs of fast-growing European companies. On 13 February, the London Stock Exchange (LSE) published a draft...more

2/15/2013 - Draft Rulebook EEA EU Fast-Growth Segment IPO Issuer Eligibility Criteria London Stock Exchange Technology

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