FCA reports back on its proposals to enhance the UK's Listing Regime and IPO process

On 26 October 2017, the Financial Conduct Authority announced a package of measures to improve the range, quality and sequencing of information in the IPO process, together with new rules and guidance designed to enhance specific aspects of the Listing Rules. The new rules will come into force during the course of 2018. The FCA also reports back on the market's views on several broad, but fundamental themes affecting the structure of the UK's primary markets – but notes that it has further work to do in this area. MORE>

AIM companies must obtain LEI codes

On 13 October 2017, the London Stock Exchange (LSE) published AIM Notice 47 in which it requires all AIM companies to have a Legal Entity Identifier (LEI) code by 30 November 2017. Under MIFiD II and the Market Abuse Regulation, the LSE, as a market operator, is obliged to collate LEI codes for each issuer with securities admitted to trading to its markets. The LEI is a unique 20 digit alpha-numeric code which connects to key reference information that enables clear and unique identification of legal entities participating in financial transactions.

Click here to read AIM Notice 47 and for further information on obtaining an LEI code from the LSE.

ESMA updates its Prospectus Q&As

On 20 October 2017, the European Securities and Markets Authority (ESMA) updated its Questions and Answers document on prospectus related issues (Prospectus Q&As). The Prospectus Q&As aim to harmonise supervisory approaches and practices across the EU prospectus regime. The amendments do not change the substance of the Q&As but reflect consequential updates as a result of the coming into force of the new Prospectus Regulation (EU) 2017/1129 on 20 July 2017. In particular, the update includes the deletion of one Q&A 27 and consequential updates to Q&A 29, 31, 32 and 44 to reflect the new exemptions in the Prospectus Regulation which came into force on 20 July 2017. Click here to read our summary of the new changes and here to access the updated Prospectus Q&As.

Market abuse – ESMA updates its MAR Q&A

ESMA has updated its MAR Q&A to clarify that when an issuer has delayed a disclosure of inside information and, before disclosure is made, the information ceases to be inside information, the issuer is not obliged to either publicly disclose the information or inform the competent authority that disclosure was delayed (as would otherwise be required under MAR). ESMA notes, however, that the issuer must comply with all obligations under MAR for as long as the information is inside information, such as drawing up and maintaining an insider list etc. To see the updated Q&A, click here. 

European Commission proposes stronger and more integrated European financial supervision

The European Commission has proposed reforms to strengthen the powers of its European System of Financial Supervision in order to harmonise and integrate the supervision of the EU's capital markets - a key objective of the 'Capital Markets Union' initiative which the Commission has committed to implement by mid-2019.
The proposals are designed to enhance the integrated supervision of the financial markets, prevent EU "forum shopping" and create new direct supervisory powers for ESMA over specific areas of capital markets. In particular, it is proposed that ESMA will be responsible for approving all prospectuses by non-EU issuers who are seeking to make an offer or list their securities in the EU. Post Brexit, this will have an impact on UK issuers preparing a prospectus which triggers the EU prospectus rules. MORE>

Takeovers – recent developments

This article looks at the recent Panel consultation on proposed changes to how statements  of intention are treated under the Code; new checklists introduced by the Panel; and the government consultation on the national security implications of foreign ownership or control. MORE>

Corporate Governance: Governmental response to BEIS Committee Report

The Government has published its response to the BEIS Committee Report on corporate governance.  This suggests that there should be a number of developments over the next 12 months through a combination of secondary legislation, changes to the Corporate Governance Code and other initiatives. MORE>

Corporate Governance: ICSA and IA guidance on board engagement with stakeholders

ICSA and the Investment Association have published guidance on practical ways in which companies can engage with employees and other stakeholders.  The guidance is intended to help boards think about how they understand and balance the interests of key stakeholders when taking strategic decisions. MORE >

Parker Review Committee Report on the ethnic diversity of UK boards

In October, the Parker Review Committee published its final report into the ethnic diversity of UK boards.  The recommendations in the final report are unchanged from those in the consultation version of the report which was published last year.  MORE>

Financial reporting – recent developments

This article looks at recent updates from the FRC on corporate reporting, annual reports and disclosure of dividends. MORE>

Updated guidance on reporting on payment practices and performance

For financial years beginning on or after 6 April 2017, large companies are now required to publish information about their payment of suppliers on a government website.  In January, the Department for Business, Energy and Industrial Strategy published guidance on the reporting obligation.  The guidance has recently been updated and can be found here.