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Sequana – What You Need to Know

Summary - The Supreme Court has delivered its long-awaited decision in BTI 2014 LLC v. Sequana S.A. [2022] UKSC 25.  It is a significant decision for the law of directors’ duties. For the first time the UK’s highest...more

New Rules on Diversity and Inclusion Reporting for Company Boards and Executive Management in the UK

The UK Financial Conduct Authority (“FCA”) has published its final policy decision on disclosure regarding diversity and inclusion targets for boards of directors and executive committees of certain UK-listed companies. The...more

The FCA Consults on UK’s Investor Protection Rules for SPACs

Until the last month, the market in the U.S. for special purpose acquisition company (“SPAC”) IPOs has been booming. For example, in the first three months of 2021, there were 298 IPOs of U.S. SPACs, which raised in aggregate...more

The UK’s National Security & Investment Act

The newly enacted National Security and Investment Act 2021 (the “Act”) introduces a broad regime enabling the Government to intervene in M&A transactions on the grounds of national security. ...more

The Government is Launching a Consultation on Reforming the UK’s Audit and Corporate Governance Regime

On 18 March 2021, the Department for Business, Energy & Industrial Strategy launched a consultation on its proposals for wide-ranging reforms to modernise the UK’s audit and corporate governance regime. The reforms proposed...more

ESMA Proposes Rules for Taxonomy-Alignment of Non-Financial Undertakings and Asset Managers

Further to our Clients & Friends Memo of 22 June 2020, the Sustainability Taxonomy Regulation (2020/852) (the “Regulation”) was published in the Official Journal on 22 June 2020 and entered into force on 12 July 2020....more

Financial Reporting Council Stewardship Code Early Reporting Review

In November 2019, we reported that the UK’s Financial Reporting Council (the “FRC”) had issued a revised Stewardship Code (the “Stewardship Code”) which came into effect from 1 January 2020. The FRC will publish its first...more

2020 Update to the UK Stewardship Code

In March 2019, we reported that the UK’s Financial Reporting Council (“FRC”) was consulting on proposed changes to the UK’s Stewardship Code (the “Stewardship Code”). Those consultations have led to an updated 2020 edition of...more

Fiduciary Duties of Dissenting Directors and their Boards – Stobart v Tinkler

In Stobart v Tinkler [2019] EWHC 258 (Comm), the high court has taken an extremely restricted view of the freedom of a dissident director to take his case outside the boardroom. At the same time, the court largely endorsed...more

Shareholder Engagement with UK Companies – Proposed Changes to the Stewardship Framework

Two UK regulatory bodies are currently consulting on rules relating institutional shareholders’ engagement with and stewardship of their investee companies. The Financial Conduct Authority (“FCA”) consultation paper relates...more

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