Following on from the consultation at the end of 2023, the FCA has published its changes to the Listing Rules sourcebook, chapter 8 (sponsors), which take effect immediately. The changes focus on how a sponsor or a person...more
A new Takeover Panel consultation proposes to narrow the scope of the companies subject to the Takeover Code (the “Code”). ...more
Following the May 2023 consultation on the UK Corporate Governance Code (“Code”), the FRC has published a revised Code. The changes focus primarily on one area - Internal Controls whilst other changes have been kept to a...more
Following on from its earlier consultation, the Code Committee of the Takeover Panel has published its amendments to Rule 21 of the Code which take effect on 11 December 2023 and apply to on-going transactions which straddle...more
Following the government’s white paper on ‘Restoring trust in audit and corporate governance’, the FRC has published a consultation on the UK Corporate Governance Code (“Code”). ...more
Primary Market Bulletin No. 44 reminds issuers of the:
..use of multimedia content (including audio and video) in regulatory news announcements;
..FCA’s position on the requirement for a prospectus when shares are...more
An update report from the Parker Review on Ethnic Diversity highlights that 96% of FTSE 100 companies have met the target of at least one minority ethnic director on their boards. FTSE 250 companies are making progress...more
2022 saw the return of physical meetings for a significant majority of AGMs, with companies viewing hybrid meetings as more complex and costly. Institutional investors continue to support well organised hybrid meetings, but...more
The FCA has published Primary Market Bulletin No.42 which, amongst other things: (i) discusses themes from the FCA’s enquiries into unlawful disclosure of inside information (ii) highlights the relationship between the...more
12/15/2022
/ Acquisitions ,
EU Market Abuse Regulation (EU MAR) ,
Financial Conduct Authority (FCA) ,
Foreign Investment ,
Internal Controls ,
Investment ,
Investment Adviser ,
Market Abuse ,
National Security ,
Personal Data ,
Regulatory Oversight ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
The Pre-emption Group has published a revised Statement of Principles permitting companies to disapply the statutory pre-emption rights for up to 20% (on a 10% + 10% basis) of their issued share capital in any one year. This...more
The chair of a premium-listed company has been fined £80,000 for unlawfully disclosing inside information to major shareholders before the information was announced to the market.
This case acts as a reminder for...more
The UK Secondary Capital Raising Review, led by Mark Austin, has published its proposals on how to how to improve capital raising processes in the UK after IPO. Initial findings include increasing the pre-emption thresholds...more
The FCA have published the next stage of the Primary Markets Effectiveness Review. They propose that companies who wish to list in the UK would no longer have to choose between two different segments (premium and standard)...more
In light of broad support, the FCA is proceeding with its changes to require companies to make annual disclosure requirements on the representation of women and people from an ethnic minority background at board and executive...more
Primary Market Bulletin No. 39 announces the removal of temporary measures, introduced during the Covid-19 pandemic, relating to the timing for publishing annual financial reports/interim results as well as rescinding the...more
Five years on significant progress has been made in reaching the goal of “At Least One by 21” (ie. every FTSE 100 company to have at least one person from a minority ethnic group on its board). At the end of 2021, 89 FTSE 100...more
In 2022, the annual reports of premium listed commercial companies should include a compliance statement setting out whether the company has made disclosures consistent with the “TCFD's recommendations and recommended...more
To assist in-scope UK companies comply with the new mandatory climate-related financial disclosures when reporting next year, the Government has published some helpful non-binding guidance.
Separately, the first report...more
Last year the Takeover Panel (the “Panel”) published a consultation paper proposing a number of amendments to (i) simplify the offer timetable under the Code (ii) provide certainty that once a firm offer has been announced it...more
Executive pay has been a hot topic for a number of years but the uncertainty created by the pandemic has resulted in an increased level of scrutiny of public company pay decisions and revised related proxy voting...more
1/27/2021
/ AIM ,
Coronavirus/COVID-19 ,
Corporate Governance ,
Disclosure Requirements ,
Executive Compensation ,
Financial Conduct Authority (FCA) ,
Glass Lewis ,
Ireland ,
Proxy Statements ,
Proxy Voting Guidelines ,
Publicly-Traded Companies ,
Remuneration ,
Time Extensions ,
UK
The Investment Association (IA) has published its Shareholder Priorities for 2021 setting out investor expectations on (i) climate change (ii) audit quality (iii) stakeholder engagement and (iv) diversity. This year there is...more
The Investment Association (IA) has published (i) additional guidance on shareholder expectations for executive remuneration in light of COVID; (ii) its 2021 Principles of Remuneration; and (iii) its statement on executive...more
As the AGM season is upon us, many companies have already made the decision to withdraw the proposal to pay a final dividend in order to preserve cash and provide financial flexibility for the future. Other companies are...more
In response to a request from Remuneration Committees of UK listed companies and their advisers, the Investment Association (IA) has published shareholder expectations on how remuneration committees should be reflecting the...more
On 28 March the UK Government announced that it will introduce legislation to ensure that companies can hold Annual General Meetings (AGMs) safely. Legislation is currently being drafted but in the interim, the FRC and BEIS...more