On 24 May 2018, the Commission published a proposal for a regulation which seeks to make technical amendments to certain provisions of the Market Abuse Regulation and the Prospectus Regulation. The changes are intended to create a more proportionate regulatory framework for SME Growth Market issuers. (AIM became a designated SME Growth Market with effect from 3 January 2018).

On the same date, the Commission also published a draft delegated regulation proposing technical amendments to a delegated regulation under MiFID II which seek to facilitate the registration of trading venues as SME Growth Markets.  MORE >

PDMR notifications of dealings – MAR Q&A update

On 22 May 2018, the City of London Law Society and Law Society Company Law Committees' joint working parties on market abuse, share plans and Takeovers Code published an updated version of their Q&As on the practical implementation of the Market Abuse Regulation. The updated Q&As contain a new Q21A which confirms that where an issuer has only debt securities admitted to trading on an EU trading venue, any dealings by PDMRs and their closely associated persons in "unlisted" shares or other debt instruments must only be notified if they are within the scope of MAR. Consequently, transactions in the issuer's "unlisted" shares or debt instruments would not need to be notified under MAR unless those instruments are "linked" to the issuer's debt admitted to trading on an EU trading venue.

Fifth money laundering directive – latest update

On 14 May 2018, the Council of the EU announced that it had adopted the proposed Fifth Money Laundering Directive (MLD5) which amends the existing directive (2015/849) (known as the 'Fourth Money Laundering Directive') to prevent money laundering and terrorist funding. The text adopted by the Council is in the same form as that adopted by the European Parliament, save for minor drafting amendments. For background on the MLD5, click here to read our article in the May 2018 edition of Corporate News.

The next step for MLD5 is its publication in the Official Journal of the EU (OJ). It will come into force on the twentieth day following its publication in the OJ and Member States will have 18 months from its entry into force to comply with its requirements.

Going Dutch: When can a parent company be liable for the actions of a subsidiary?

In Okpabi v Royal Dutch Shell (2018), the Court of Appeal clarified when a parent company may be liable for the actions of its subsidiaries. The Court distinguished between a parent company which controls, or shares control of, the material operations of a subsidiary, and a parent company which simply issues mandatory policies as group-wide operating guidelines for its subsidiaries. It held, by majority, that the Claimants had failed to demonstrate a properly arguable case that the parent company owed a duty of care to those affected by leaks from pipelines in part operated by its subsidiary.  As such, the English courts did not have jurisdiction to hear the claim against the subsidiary. MORE >