Governance & Securities Law Focus: Asia Edition, July 2013

by Shearman & Sterling LLP

In this issue:


- HKEx Launches Consultation on Reform of Connected Transaction Rules


- SEC Developments

- Noteworthy US Securities Law Litigation

- Recent SEC/DOJ Enforcement Matters

- Employment Benefits Updates


- Third Country Equivalence Advice Under EMIR

- Reporting Start Date Under EMIR

- Updated Q&As on EMIR

- European Commission Request for ESMA Technical Advice on Trade Repositories

- Commission Memorandum on Recognition Under EMIR for Non-EU CCPs

- ESMA Compliance Table on Guidelines on the Market Making Exemption from the Short Selling Regulations

- ESMA Technical Advice on the Impact of the Short Selling Regulation

- European Parliament Resolution on Proposal to Amend Accounting Directive

- European Parliament Resolution Adopting Amendments to Transparency Directive

- Prospectus Directive: ESMA Report Comparing National Liability Regimes

- European Parliament Non-Legislative Resolution on the Takeover Bids Directive

- European Commission Proposal for Amending Directive on Disclosure of Non-Financial and Diversity Information


- FCA Short Selling Regime

- The Department for Business, Innovation and Skills (“BIS”) Calls for Evidence on Corporate Responsibility

- Financial Reporting Council (“FRC”) Feedback Statement on October 2012 Discussion Paper, “Thinking about Disclosure in a Broader Context: a Road Map for a Disclosure Framework”

- Update on Directors’ Remuneration

- BIS Published Revised Draft of the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013

- Implementation of Revised Financial Action Task Force to Prevent Misuse of Companies and Legal Arrangements

- Institute of Chartered Secretaries and Administrators (“ICSA”) Publishes Guidance on Cyber Risk

- ICSA and Airmic Report on Risk Management and Disclosure

- FRC Announces Plans in Connection with the Sharman Panel’s Recommendations On Going Concern

- ESMA Published Updated Q&A on Prospectus Requirements

- Companies Subject to the Takeover Code

- Code Committee of the Takeover Panel Response Statement on Code Amendments for Pension Scheme Trustees

- Amendments to the Listing Rules

- Quoted Companies Alliance (“QCA”) Publishes Updated Corporate Governance Code for Small and Mid-Size Quoted Companies 2013

- Share Buybacks: Companies Act 2006 (Amendment of Part 18) Regulations 2013 (SI 2013/999) (the “Buyback Regulations”)

- Second Annual Progress Report on Women on Boards

- ICAP Securities & Derivatives Exchange (“ISDX”) Consultation on Amendments to Growth Market Framework

- Local Authority Pension Fund Forum (“LAPFF”) Guidelines on Executive Pay


- EU Developments

- UK Developments

- Global Developments

- Excerpt from: HKEx Launches Consultation on Reform of Connected Transaction Rules

On 26 April 2013, The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) launched a two month public consultation on proposals to amend the connected transaction requirements under the Main Board Listing Rules and the Growth Enterprise Market Listing Rules (collectively the “Listing Rules”). Two consultation papers were published, with one dealing specifically with proposals to align the meanings of “connected person” and “associate” in different chapters of the Listing Rules.

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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