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UK Takeover Panel Makes Extensive Compensation and ‘Cold Shoulder’ Orders for UK Takeover Code Breaches

The UK Takeover Panel (Panel) has made its first-ever compensation order under the statutory powers granted to it under the Companies Act 2006 (CA 2006). It has also issued “cold shoulder” orders against 10 individuals, the...more

FTSE Russell Confirms Changes to FTSE Indices Criteria to Reflect New UK Listing Regime – Publications

Following the recent publication of the new UK Listing Rules (UKLRs), FTSE Russell published guidance on how the criteria for inclusion in the FTSE indices will change to reflect the new regime. ...more

7/22/2024  /  Corporate Governance , FTSE , Listing Rules , UK

Publication of Final Listing Rules Marks Fundamental Overhaul of UK Listing Regime

The new UK listing regime, entering into force on 29 July 2024, is the result of more than three years and multiple rounds of consultation and is intended to make the UK a more attractive market for listing. The Listing Rules...more

UK FCA Requests Consultation on Proposed Listing Rule Reforms

The UK Financial Conduct Authority (FCA) recently launched a consultation on proposed reforms to its Listing Rules, designed to enhance the attractiveness of UK markets for companies seeking to go public. The proposed changes...more

SPACs: Update to UK Listing Rules to Be Implemented With Some Changes After Consultation

The rule changes mostly reflect those proposed in the April 2021 consultation. The key change is that the new regime will apply to SPACs which raise a minimum amount of £100 million at IPO (as opposed to a £200 million...more

SPACs: Financial Conduct Authority Consults on Changes to UK Listing Regime

Key proposed changes to the UK listing regime include the removal of the presumption of suspension in trading in a SPAC’s shares when it announces a potential acquisition, subject to certain qualifying criteria being met....more

Outcome of UK Listing Review: Changes Recommended to UK Listing Regime

Recommended changes include allowing dual class share structures for premium listed companies, changes designed to increase the attractiveness of UK listings for SPACs, and changes to the free float requirement....more

UK Takeover Panel Consults on Major Changes to UK Takeover Code

Proposed changes to the UK Takeover Code include simplifying and adding flexibility to the timetable applicable to contractual offers, as well as making offer conditions relating to antitrust clearances subject to the same...more

UK Takeover Panel: COVID-19 and UK Lockdown Insufficient to Trigger MAC Conditions

The offeror for Moss Bros sought to rely on standard material adverse change conditions to lapse the offer, on the basis of the impact of the coronavirus (COVID-19) pandemic and related UK governmental measures on Moss Bros. ...more

COVID-19 in Texas: Executive Order Closes Nonessential Businesses, Minimizes Social Gatherings

Texas Governor Greg Abbott issued Executive Order GA-14 on March 31, directing every person in Texas to minimize social gatherings and in-person contact with people who do not live in the same household except where necessary...more

UK Market Abuse Regime Extends Its Reach: Implications for Issuers

Companies trading on either the London Stock Exchange’s Main Market or AIM should ensure that their systems and procedures reflect changes to their disclosure and other obligations arising from the implementation of the new...more

Implementation of New UK PSC Regime

UK companies will be obliged to take steps to identify and maintain a public register of persons with significant control, and such persons must supply such companies with information for inclusion on the register or face...more

UK Financial Conduct Authority Signals Significant Changes to the FCA Handbook arising from EU Market Abuse Regulation

Removal of the Model Code and Disclosure Rules are among the important modifications. On 5 November 2015, the UK Financial Conduct Authority (FCA) published its consultation paper addressing the changes it proposes to...more

European Commission Publishes Action Plan on Building Capital Markets Union

The CMU is intended to strengthen access to public markets in the European Union, particularly for small- and medium-sized enterprises (SMEs). On 30 September, the European Commission (EC) published its action plan...more

FCA Publishes New Reporting Requirements for Extractive Industries

The requirements mandate that UK-listed companies that operate in the extractive industries sector make public disclosures relating to payments made to governments....more

Association of British Insurers Releases New Best Practice Guidelines for Lock-Up Periods

The Association of British Insurers’ guidelines recommend greater transparency in disclosures relating to lock-up agreements. On 14 April, the Association of British Insurers (ABI) published best practice...more

EU Commission Proposes to Amend Shareholder Rights Directive

The proposal covers shareholder votes on remuneration policies and related party transactions and greater transparency obligations on certain market participants. The European Commission (EU Commission) recently...more

EU Commission Proposes Further Harmonisation of Single-Member Companies

The proposed directive seeks to coordinate national requirements concerning the formation, registration, and operation of single-member companies. On 9 April, the European Commission published a provisional draft of a...more

English Court Finds Shareholder Default Provisions Unenforceable as a Penalty

Decision serves as a reminder that careful consideration should be given to provisions dealing with the consequences of breaches of restrictive covenants and other terms of commercial agreements....more

UK High Court Clarifies Scope of Directors’ Duties

Court holds that directors may legitimately defer to the views of fellow directors if persuaded that the views are in the best interests of the company. On 18 October, in Madoff Securities International Limited (In...more

UK Capital Maintenance Principle May Restrict Damages Awards

Obiter dicta by High Court suggests that damages may not be available as a remedy where an English company breaches a contractual obligation and performance of that obligation would have required a breach of the "capital...more

UK High Court Revisits Issue of Where a Contract Is Formed

Court confirms that, in certain circumstances, a contract can be made in two jurisdictions. On 7 October 2013, in Conductive Inkjet Technology Ltd v Uni-Pixel Displays Inc, [2013] EWHC 2968 (Ch), the High Court of...more

Strict UK Litigation Privilege Test for Joint Liquidator Reports

High Court holds that reports used by the Serious Fraud Office to obtain search and arrest warrants are not subject to litigation privilege in subsequent civil proceedings. ...more

QCA Revises Corporate Governance Code for Small and Mid-Size Quoted Companies

New QCA code highlights the importance of relationships between companies and their shareholders and aims to provide clear, detailed guidance on the characteristics and composition of effective, independent boards....more

Takeover Code Amendments Extend the Rights of Pension Scheme Trustees

Amendments include new requirements regarding offerors' intentions, documents provided to trustees, trustees' opinions on offers, and publication of agreements between offerors and trustees....more

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