Corporate governance – 4MLD and changes to the PSC regime

Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money laundering measures (including changes to the PSC regime) which will come into force on 26 June. These measures will include changes to the current requirements about PSC information. MORE>

New Technical Release on realised and distributable profits

The ICAEW, the professional body of Chartered Accountants in England and Wales,  has published a new technical release, TECH 02/17, which provides updated guidance on realised and distributable profits under the Companies Act 2006.  It is based on TECH 02/16, which it replaces, and on TECH 05/16 which was issued for comment last year. MORE >

PIRC UK Shareholder Voting Guidelines 2017 issued

Pensions & Investment Research Consultants (PIRC) has published the twenty fourth edition of its UK Shareholder Voting Guidelines which replace the 2016 version.  PIRC is an independent research and advisory body acting on behalf of institutional investors to raise governance and corporate social responsibility concerns with investee companies.  PIRC applies its guidelines to all the listed companies it covers in the UK market (including companies incorporated outside the UK).

The guidelines are available to order at www.pirc.co.uk. 

Takeover Code and Practice Statement 20 updated

The Takeover Panel has made various amendments to the Takeover Code and Practice Statement 20 (Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities). The Code changes are either considered not to be material or are to reflect changes in the law. The changes to Practice Statement 20 concern the application of the "rule of six", and meetings with shareholders (or other interested persons) before an offer period begins. MORE>

FCA publishes its 'Mission'

On 18 April 2017, the Financial Conduct Authority (FCA) published its 'Mission' which seeks to provide greater clarity around how the FCA prioritises its interventions in the UK's financial markets. Additionally, the FCA has published its Business Plan for 2017/18, a Fees consultation and its 'Sector Views' paper – the latter of which is published for the first time and highlights the issues and developments in the FCA's regulated sectors.

In its Business Plan, the FCA notes that the UK's withdrawal from the EU will be a key focus over the coming years. It confirms that it has dedicated resource to co-ordinate and manage its work in this regard and is liaising closely with the Treasury and the Bank of England to ensure a smooth transfer of EU rules and legislation into the domestic framework.

The FCA's Mission and accompanying papers can be found on the FCA's Mission and Business Plan webpage.

LSE's revised Admission and Disclosure Standards

On 6 April 2017, the London Stock Exchange (LSE) announced proposals for the new International Securities Market (ISM) and its associated rulebook. ISM, a multi-lateral trading facility, has been introduced to improve the effectiveness and competitiveness of the UK's primary debt markets and will operate alongside the LSE's other fixed income markets to offer a full range of options for debt issuers.The new platform opened for applications for admission to trading from 8 May 2017.

On 4 May 2017, the LSE published revised Admission and Disclosure Standards (ADS) which incorporate some minor amendments to reflect the introduction of the ISM. The revised ADS came into force on 8 May 2017 and are available here. The LSE Market Notice N04/17 which announced the publication of the new ISM rulebook and the consequential amendments to the ADS are available here.

Commission consultation on conflict of laws rules for third party effects of transactions in securities and claims

On 7 April 2017, the European Commission published a consultation document seeking views on the conflict of laws rules for third party effects of transactions in securities and claims.

In its CMU Action Plan, the Commission noted that there are many obstacles that stand in the way of cross-border investment, one of which is the legal uncertainty surrounding securities ownership where the issuer and the investor are located in different member states and/or where securities are held by financial institutions in different member states. Consequently, the Commission notes that there will be a legislative initiative to determine with legal certainty which national law shall apply to securities ownership and to third party effects of the assignment of claims.

The Commission seeks stakeholder input on the practical problems and types of risks caused by the current state of harmonisation of the conflict of laws rules on third party effects of transactions in securities and claims and on possibilities for improving such rules. In particular, the Commission seeks views from those who are involved in, or are affected by, the practice of factoring, securitisation and collateralisation.

Responses are invited to be submitted by 30 June 2017 using the online questionnaire which is available here.