Karla Dudek on Board of Directors

FRC publishes revised UK Corporate Governance Code

On 22 January 2024, the FRC published a revised edition of the UK Corporate Governance Code (the Code). This follows on from the consultation on several important changes to the Code that it launched in May 2023 (see our...more

1/25/2024 / Board of Directors , Corporate Governance , Disclosure Requirements , Financial Reporting , Financial Reporting Council (FRC) , Internal Controls , Reporting Requirements , Risk Management , UK

Court of Appeal Corrects A Mistake In The Drafting Of Articles Of Association

Last week the Court of Appeal dismissed the appeal by DnaNudge Ltd against the first instance decision in Ventura Capital GP Ltd v DnaNudge Ltd which invalidated an attempt by the ordinary shareholders in the company to...more

10/16/2023 / Articles of Association , Board of Directors , Business Entities , Business Formation , Corporate Governance , Shareholders , UK

FCA moves ahead with a single equity listing category

On 3 May 2023, the FCA published its consultation CP23/10*** setting out revised "semi-final" proposals for its listing segments reform. These follow on from its discussion paper DP22/2 published a year ago, which itself...more

5/15/2023 / Board of Directors , Capital Markets , Corporate Governance , Financial Conduct Authority (FCA) , Financial Institutions , Financial Services Industry , Shareholders , UK

FCA Primary Market Bulletin 44

Last week, the FCA issued its Primary Market Bulletin 44 ("PMB44") giving some guidance for listed companies preparing for their first season's reporting under the Listing Rules' new board diversity and inclusion rules, a...more

3/28/2023 / Board of Directors , Corporate Governance , Diversity , Diversity and Inclusion Standards (D&I) , Financial Conduct Authority (FCA) , Listing Rules , UK

Construction of articles and class rights - a recent case

Earlier this month the High Court had to consider - - how two particular provisions in articles of association operated together (or in conflict), and - the statutory right (under s. 633, Companies Act 2006 ("s....more

3/24/2023 / Articles of Association , Board of Directors , Corporate Officers , Shareholder Litigation , Shareholders , UK

New Targets to increase Ethnic Diversity on UK Boards, etc.

On 13 March 2023, the UK's Parker Review on Ethnic Diversity on UK Boards (the “Review”) published an update report (the "2023 Update") detailing recent progress that has been made in addressing the disparity between levels...more

3/15/2023 / Board of Directors , Corporate Governance , Diversity , Ethnicity , Gender Equity , Publicly-Traded Companies , Woman Board Members

Women Coming on Board in the UK

On 28 February, 2023 the FTSE Women Leaders Review (the "Review") published its second report (the "2022 Report") on progress in the UK towards meeting its December 2025 target of FTSE 350 companies having at least 40% female...more

3/9/2023 / Board of Directors , Corporate Governance , Diversity , Diversity and Inclusion Standards (D&I) , Gender Equity , UK , Women in the Law

How "certain" must a director transaction be for shareholder approval to be required?

The recent "summary judgment" litigation between MetalRNG plc and BriefENERGY Holdings LLP (and others) has provided some further clarity on what "is to be acquired" means for the purposes of the section 190 Companies Act...more

1/27/2023 / Acquisitions , Board of Directors , Companies Act , Corporate Governance , Directors , Fiduciary Duty , Shareholders

Karla Dudek

A&O Shearman

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