In the recent Happy Lamb decision Zacaroli J had to consider an application to amend pleadings in an unfair prejudice action (under section 994 of the Companies Act 2006 ("CA 2006")) to include a declaration as to the legal...more
On 4 March 2024, the second set of reforms to UK company law brought about by the Economic Crime and Corporate Transparency Act 2023 ("ECCTA") came into force. These introduce a major expansion of the powers of the Registrar...more
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
Two recent English cases illustrate a strict and a more flexible approach by the courts when considering whether the signing of a legal document has complied with, or is rendered ineffective by non-compliance with, prescribed...more
On 7 November 2023 the FRC issued a press release in relation to its ongoing review and update of the UK Corporate Governance Code (the ”Code”), announcing a big scaling back of revisions it had proposed to the Code. That...more
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
On 19 July 2023, the Department for Business & Trade published draft regulations (the “Regulations”) which will introduce the new corporate reporting reforms that the Government promised with the conclusion of its Restoring...more
On 24 May 2023, the Financial Reporting Council ("FRC") launched a consultation on proposed revisions to the current (2018) edition UK's Corporate Governance Code (the "Consultation" and the "Code"). This follows on from the...more
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
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
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
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
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
On March 1, 2022, HM Treasury published its conclusions on the consultation it launched in July 2021 on major reforms to the U.K.’s prospectus regime. That consultation followed on from Lord Hill’s Listing Review which made...more
The “Greening Finance” Roadmap outlines plans for new sustainability-related disclosures and implements a “Green Taxonomy” to evaluate corporate environmental behaviour and counter greenwashing....more
EU DEVELOPMENTS -
Corporate and Capital Markets -
Institutional Investment: ESMA Report on Undue Short-Term Pressure on Corporations (Corporate Aspects) -
On 18 December 2019, the European Securities and Markets...more
1/22/2020
/ Corporate Governance ,
Environmental Social & Governance (ESG) ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
Foreign Corrupt Practices Act (FCPA) ,
Prospectus ,
Proxy Voting Guidelines ,
Securities and Exchange Commission (SEC) ,
UK ,
Venture Capital
Below is a summary of the main developments in US and EU corporate governance and securities law and certain financial markets regulation developments since our last update in April 2019.
...more
U.S. DEVELOPMENTS -
SEC and NYSE/Nasdaq Developments -
SEC Proposes to Expand “Testing the Waters” Exemption to Permit Pre-Offering Communications -
On 19 February 2019, the Securities and Exchange Commission...more
6/24/2019
/ Climate Change ,
Commission Delegated Regulation ,
Corporate Governance ,
Department of Justice (DOJ) ,
Disclosure Requirements ,
Dodd-Frank ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Foreign Corrupt Practices Act (FCPA) ,
Green Bonds ,
Greenhouse Gas Emissions ,
IOSCO ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
UK ,
UK Brexit
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
4/25/2019
/ BEIS ,
Corporate Governance ,
Enforcement Actions ,
EU ,
EU Benchmark Regulation ,
European Securities and Markets Authority (ESMA) ,
Italy ,
Nasdaq ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
UK
In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
2/14/2019
/ Accounting Controls ,
Annual Reports ,
Audits ,
Capital Markets Union ,
Climate Change ,
Cooperation ,
Corporate Governance ,
Enforcement Actions ,
EU ,
European Commission ,
Foreign Corrupt Practices Act (FCPA) ,
GAAP ,
Hong Kong ,
Private Placements ,
Proxy Season ,
UK ,
UK Brexit
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
1/24/2019
/ CONSOB ,
Corporate Governance ,
Cyber Threats ,
Cybersecurity ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Executive Compensation ,
Glass Lewis ,
Hong Kong ,
Italy ,
Proxy Season ,
Proxy Statements ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholder Activism ,
Smaller Reporting Companies ,
UK ,
UK Brexit
In this newsletter, we provide a snapshot of the principal Asian, U.S., European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
In this newsletter, we provide a snapshot of the principal European, US and selected international governance and securities law developments of interest to European corporates.
...more
10/19/2018
/ Corporate Governance ,
EU ,
EU Market Abuse Regulation (EU MAR) ,
Financial Markets ,
Hong Kong ,
Italy ,
Listing Standards ,
Market Abuse ,
MiFID II ,
Regulatory Standards ,
Securities Litigation ,
Takeovers ,
UK
On 16 July 2018, the UK’s independent corporate governance, accounting and audit regulator, the Financial Reporting Council (the FRC), published a revised edition of the UK Corporate Governance Code (UKCGC) and supporting...more
In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions.
...more
8/1/2018
/ C&DIs ,
CFTC ,
Corporate Governance ,
Cryptocurrency ,
Cybersecurity ,
EU ,
European Commission ,
European Securities and Markets Authority (ESMA) ,
Financial Institutions ,
FRCP 23 ,
GAAP ,
JOBS Act ,
Joint Comprehensive Plan of Action (JCPOA) ,
Nasdaq ,
Non-GAAP Financial Measures ,
Publicly-Traded Companies ,
Regulation S-K ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
SIFMA