Doing Business in the United States
The U.S. is one of the easiest jurisdictions in the world in which to do business, but there are certain barriers to entry and challenges to doing business that should be taken into account before investing or establishing operations in the U.S.
Our "Doing Business in the US" guide provides an overview of trade control issues that could limit a non-U.S. person’s ability to enter the U.S. market or conduct its business once it has established U.S. operations, as well as the principal forms of doing business in the U.S. The guide also outlines labor and employment, immigration, intellectual property, export control, anti-corruption, bankruptcy and other laws and practices important to foreign investors. Click here to read it.
LSE consults on proposals to amend Nomad Rules
On 26 April 2018, the London Stock Exchange published AIM Notice 51 which launches a consultation on its proposals to amend the AIM Rules for Nominated Advisors. The consultation follows its Discussion Paper – AIM Rules Review (July 2017), in which the LSE confirmed that it would be reviewing its supervisory powers in order to promote consistency of standards across the market. MORE>
FCA sends message to CEOs on irredeemable preference shares
On 19 April 2018, the Financial Conduct Authority (the FCA) published a letter to CEOs of listed companies regarding irredeemable preference shares and other similar capital instruments. In its letter, the FCA highlights the importance of ensuring that investors have access to the information that they require in order to properly assess the risks and rewards attaching to such shares. Click here to read the FCA's letter to CEOs. MORE>
ESMA publishes its final report on technical advice under the Prospectus Regulation
On 3 April 2018, the European Securities and Markets Authority (ESMA) published its final report on its technical advice under the Prospectus Regulation which proposes new rules on the content and format of the prospectus and the scrutiny and approval of prospectuses. Click here to read ESMA's final report.
The final report sets out the feedback received on ESMA's original proposals published for consultation last July 2017, together with its consequential changes to the technical advice. Subject to endorsement by the European Commission, the technical advice will form the basis for the delegated acts to be adopted by the European Commission by 21 January 2019. MORE>
Shareholder Rights Directive: consultation on minimum requirements for transmission of information for the exercise of shareholder rights
On 12 April 2018, the European Commission launched a consultation on its proposed minimum requirements regarding shareholder identification, the transmission of information and the facilitation of the exercise of shareholder rights under the Shareholder Rights Directive (2007/36/EC) (the "SRD). The consultation publishes a draft Regulation and Annex which will implement these requirements pursuant to the directive which amends the SRD, known as "SRD II". Responses are due to be submitted by 9 May 2018. MORE> |
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European Parliament resolution on the Fifth Money Laundering Directive
The European Parliament recently adopted, with changes, the European Commission's proposal for a directive to amend the Fourth Money Laundering Directive. MORE>.
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Protection of residential addresses – final regulations published
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In February this year, we reported on the publication of draft Companies (Disclosure of Address) (Amendment) Regulations 2018 (Regulations) which make it easier for directors to remove personal addresses from the companies register made public at Companies House. Click here to read our article. On 25 April 2018, the final form of the Regulations (which are in the same form as the draft version) were published and are available to view here. The Regulations came into force on 26 April 2018.
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Cross-border conversions, mergers and divisions: European Commission proposal for amending directive
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The European Commission has published a proposal (available here and the press release here) for a directive amending Directive (EU) 2017/1132, to make it easier for companies to merge, divide or move within the Single Market. The proposal includes new harmonised rules on cross-border conversions (from one EU state to another) and divisions (into two or more entities across borders) - aiming to ensure that employee, member and creditor rights are protected, and tax abuse is prevented. The proposal also amends the procedure for cross-border mergers, primarily to include additional protections for members and creditors.
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Company registration and filing: European Commission proposed directive on digital tools in company law
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The European Commission has published a proposal (available here and the press release here) for a directive amending Directive (EU) 2017/1132 regarding the use of digital tools and processes in company law. It aims to stimulate the growth potential of European companies by digitalising the process of setting-up and running a business. All member states will be required to ensure that company registrations and branch and company filings can be completed entirely online, without the applicant having to appear in person before any competent authority (except if fraud is suspected). Other proposals include allowing member states to refuse the appointment of a director of a company if they are currently disqualified from acting in another member state, and expansion of the set of company data that member states must make available online and free of charge.
QCA publishes its revised Corporate Governance Code
On 25 April 2018, the QCA published its revised Corporate Governance Code (Code). The Code, which was originally released in 2013, is tailored to meet the needs of small and mid-size quoted firms. The QCA notes that the Code is referred to by a substantial number of AIM companies on their websites and is also used by a number of privately-owned companies wishing to follow good governance practice. The revised Code includes ten corporate governance principles and step-by-step guidance on how to apply those principles effectively. The revised Code is available to purchase here on the QCA's website. Click here to read the QCA's press release.
Companies House publishes its Business Plan for 2018/2019
On 5 April 2018, Companies House published its business plan for 2018 to 2019. The business plan sets out the body's various strategic objectives for the coming year and also explains, amongst other things, the role that Companies House plays in supporting corporate transparency and the PSC regime. In particular, amongst other improvements, Companies House intends to contact companies where it believes they have misunderstood the PSC legal requirements with a view to ensuring that records are correct, to pursue companies that have not provided PSC information in their confirmation statement and to seek compliance from companies where there has been a complaint about missing or incorrect PSC information. Click here to read the Companies House business plan.
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