Governance & Securities Law Focus: Europe Edition

by Shearman & Sterling LLP

In this issue:


- Statutory Audit Directive and Regulation Published in Official Journal

- Council Adopts Intra-Corporate Transferees Directive

- ESMA Publishes Consultation and Discussion Paper on MiFID II

- Omnibus II Directive Published in the Official Journal

- Publication of Prospectuses in Electronic Form

- Shareholder Rights Directive – European Commission Proposal for Amending Directive

- Corporate Social Responsibility – European Commission Consults on Direction of EU Policy After 2014

- European Commission Consults on Definition of FX Financial Instruments

- European Supervisory Authorities Consult on Draft RTS on Risk Mitigation for OTC Derivatives

- ESMA Advances Intention to Ease Frontloading Requirements Under EMIR


- Regional Court of Munich Orders Former Managing Board Member of Siemens AG to Pay €15 Million in Damages for Failure to Implement Compliance System

- German Federal Court of Justice Rules on Shareholder’s Information Rights and European Shareholder’s Rights Directive


- ABI Recommendations on Lock-Up Agreements

- Government Responses to BIS Transparency and Trust Discussion Paper: Small Business, Enterprise and Employment Bill

- FRC Consultation on the UK Corporate Governance Code

- Narrative Reporting: ICSA Consultation on Annual Report Contents

- Accounting Directive: Supplement to Consultation on Implementation on Extractive Industries Reporting Requirements

- FCA Publishes Revised Listing Rules and Amendments to DEPP

- Consultation on Amendments to the Walker Guidelines for Portfolio Companies

- Revised AIM Rules for Companies and Nomads

FSMA 2000 (Transparency) Regulations 2014 Laid Before Parliament

- Audit: Institutional Investor Committee Guidance on Audit Tendering

- Narrative Reporting: FRC Final Guidance on the Strategic Report

- True and Fair View: FRC Statement

- Market Abuse: Government Review into the Operation of Wholesale Financial Markets

- Market Abuse: Improper Disclosure

- PIRC UK Shareholder Voting Guidelines 2014


- SEC Developments

- PCAOB Adopts Auditing Standard and Amendments

- Noteworthy US Securities Law Litigation

- Recent SEC/DOJ Enforcement Matters

- Employment Benefits Updates


- HKEx Publishes Revised Connected Transaction Rules

- Excerpt from Statutory Audit Directive and Regulation Published in Official Journal:

On 27 May 2014, the directive amending the Statutory Audit Directive and a new regulation regarding the statutory audit of public interest entities were published in the Official Journal. The legislation will come into force 20 days later. The regulation will apply in member states from 17 June 2016, other than the prohibition on “Big Four only” contractual clauses (Article 16(6)), which will apply from 17 June 2017. Member states will be required to adopt the necessary measures to implement the directive by 17 June 2016.

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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