Governance & Securities Law Focus: Europe Edition - April 2013

by Shearman & Sterling LLP
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In This Issue:

- EU DEVELOPMENTS

..European Securities and Markets Authority (“ESMA”) Publishes an Update of the Committee of European

Securities Regulators (“CESR”) Recommendations Regarding Mineral Companies

..Revised ESMA Framework for Third Country Prospectuses

..ESMA Publishes Feedback Statement on the Role of the Proxy Advisory Industry

..European Commission Publishes an Indicative Roadmap for its Revision of Shareholders’ Rights Directive

..European Commission Publishes an Indicative Roadmap for Enhancing the EU Corporate Governance Framework

..European Parliament Publishes Report on Corporate Social Responsibility (“CSR”): Promoting Society’s

Interests and a Route to Sustainable and Inclusive Recovery

..ESMA Publishes Consultation Paper on Draft Regulatory Technical Standards on Specific Situations that

Require the Publication of a Supplement to the Prospectus

..Commission Legislative Proposals on Anti-money Laundering

- FRENCH DEVELOPMENTS

..Asymmetric Non-Exclusive Jurisdiction Clauses in Contracts with French Parties

- GERMAN DEVELOPMENTS

..Reform of German Insolvency Law on Group Insolvencies

..Amending Proposal for German Corporate Governance Code 2013

- ITALIAN DEVELOPMENTS

..Enhanced Disclosure Requirements for Companies Operating in the Renewable Energies and Real Estate

Markets

- UK DEVELOPMENTS

..FSA Fines Prudential and Censures CEO for Failing to Inform Regulator of 2010 Acquisition Plans

..London Stock Exchange (“LSE”) Publishes Final Draft Rulebook

..The Department for Business Innovation & Skills (“BIS”) Publishes its Second Consultation on Revised

Directors’ Remuneration Reporting Regulations

..Financial Reporting Lab Publishes a Report on Scenario and Performance Charts

..BIS Publishes Frequently Asked Questions on Directors’ Remuneration Reforms

..National Association of Pension Funds (“NAPF”) Writes to FTSE 350 Urging Executive Pay Restraint and

Reform

..PIRC Publishes its UK Shareholder Voting Guidelines 2013

..Executive Remuneration Principles Published by Pension Investment Bodies

..Institute of Chartered Secretaries and Administrators (“ICSA”) Publishes Guidance on Enhancing Dialogue

Between Companies and Investors

..Trade Unions Publish Voting and Engagement Guidelines

..Share Buybacks Draft Regulations Published

..Financial Reporting Council (“FRC”) Consults on Implementing Sharman Panel Recommendations

..ICSA Publishes Guidance on Liability of Non-Executive Directors

..UK Listing Authority Publishes Fifth Primary Market Bulletin

..Law Commission Announces Review of Fiduciary Duties of Investment Intermediaries

..Guidelines Monitoring Group Publishes Updated Guidelines for Good Practice Reporting by Portfolio

Companies

- US DEVELOPMENTS

..Securities and Exchange Commission (“SEC”) Developments

..Noteworthy US Securities Law Litigation

..Recent SEC/DOJ Enforcement Matters

- DEVELOPMENTS SPECIFIC TO FINANCIAL INSTITUTIONS

..EU Developments

..German Developments

..UK Developments

..Global Developments

- Excerpt from European Securities and Markets Authority (“ESMA”) Publishes an Update of the Committee of

European Securities Regulators (“CESR”) Recommendations Regarding Mineral Companies:

On 20 and 22 March 2013, ESMA published an update of the CESR recommendations for the consistent implementation of the Prospectus Regulation (809/2004). The update amends the recommendations relating to disclosures by mineral companies, which seek to...

Please see full Newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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