[co-author: Graham Nicholson]
Business and Human Rights: Energy and Natural Resources Guide
The legal landscape is shifting. "Soft" law on the corporate responsibility to respect human rights, such as the UN Guiding Principles, is crystallising into "hard" law and courts around the world are extending their jurisdiction to human rights impacts which occur overseas and throughout a business' value chain. Businesses that don't respect human rights are open to criminal and civil liability, not to mention devastating adverse publicity .
MORE>
New UK foreign investment screening rules come into force
New provisions, which came into force on 11 June 2018, introduce lower merger control thresholds for transactions in certain sectors. These revised thresholds are designed to provide the UK Government with increased scope to scrutinise foreign investments and transactions that raise national security concerns.
MORE >
New reporting requirements for large companies
On 11 June 2018, the Government published The Companies (Miscellaneous Reporting) Regulations, which will impose requirements on large companies to report on certain corporate governance matters. In particular, the Regulations introduce an obligation for qualifying large companies, including private companies, to include in their directors' report a statement of their corporate governance arrangements. Subject to Parliamentary approval, the Regulations will come into force on 1 January 2019 for financial years starting on, or after, that date.
On 13 June 2018, the Financial Reporting Council published The Wates Corporate Governance Principles for Large Private Companies, with the expectation that the principles will be applied by those companies required to provide a corporate governance statement for the first time.
MORE>
FCA welcomes sovereign controlled companies to its premium listing regime
From 1 July 2018, sovereign controlled companies will be able to admit their securities to listing on a new dedicated category of the FCA's premium listing regime.
MORE>
FCA states its role in preparing for Brexit
On 27 June 2018, the FCA published a statement which seeks to provide stakeholders with an update on its role in preparing for Brexit. For all our latest updates and insight on key Brexit developments, please visit our dedicated Brexit:hub.
Preparing your periodic financial information
The FCA is consulting on a proposed update to its existing technical note on 'Periodic financial information and inside information' (UKLA/TN/506.1). The amended guidance proposes to include an additional example of an issuer's legitimate interest which is likely to be prejudiced by the immediate disclosure of inside information and which may allow an issuer to delay the disclosure of inside information under the Market Abuse Regulation. In its proposed guidance, the FCA provides that this legitimate interest may exist where an issuer is in the process of preparing a periodic financial report and immediate public disclosure of information to be included in the report would impact on the orderly production and release of the report and could result in the incorrect assessment of the information by the public.
MORE>
Prospectus Regulation – more offers exempt from the regime
On 29 June 2018, the Financial Services and Markets Act 2000 (Prospectus and Markets in Financial Instruments) Regulations 2018 were laid before Parliament. The Regulations include amendments to FSMA 2000 to implement further provisions of the new Prospectus Regulation ((EU) 2017/1129) which came into force on 20 July 2017. For further information on the Prospectus Regulation, click here.
The effect of the amendments, which come into force on 21 July 2019, is that an offer of securities to the public within the UK will not require a prospectus if the total consideration of the offer in the EU, calculated over a period of 12 months, is less than €8 million (currently, the relevant threshold is €5 million). Note that, where an exempt offer also involves the admission of the issuer's securities to a regulated market, the issuer will need to assess whether there is an applicable exemption to publish a prospectus in respect of such admission.
The Regulations also make minor amendments to UK law following the transposition of MiFID II.
AIM Rules for Nominated Advisers – new rules to take effect on 30 July 2018
On 4 July 2018, the London Stock Exchange published AIM Notice 52 which provides feedback to the responses received during the consultation on its proposed changes to the AIM Rules for Nominated Advisers (Nomad Rules) published in AIM Notice 51 on 26 April 2018. The new rules come into effect on 30 July 2018.
MORE>
Fifth money laundering directive – latest update
On 19 June 2018, the Fifth Money Laundering Directive (MLD5) ((EU) 2018/843) which amends the existing directive (2015/849) (known as the 'Fourth Money Laundering Directive') to prevent money laundering and terrorist funding was published in the Official Journal of the EU. For background on the MLD5, click here to read our article in the May 2018 edition of Corporate News.
MLD5 will enter into force on 9 July 2018 and Member States are required to bring into force the laws, regulations and administrative provisions necessary to implement the provisions by 10 January 2020.
[View source.]
