On 11 July 2024, the Financial Conduct Authority (FCA) published Policy Statement PS24/6 (Policy Statement), in which it sets out its final UK listing rules and summarises feedback to its earlier consultation and stakeholder...more
On 24 April 2024, the UK Takeover Panel published PCP 2024/1 ("PCP 2024/1"), in which it is consulting on a significant narrowing of the types of companies that will be subject to the Takeover Code (the “Code”) - i.e., as...more
4/29/2024
/ Acquisitions ,
Beneficial Owner ,
Investment ,
Mergers ,
Publicly-Traded Companies ,
Residency Test ,
Securities ,
Shareholders ,
Takeover Code ,
Takeovers ,
UK
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 23 January 2024, Snowden LJ handed down the Court of Appeal's judgment in the Adler Restructuring Plan case - AGPS Bondco plc - overturning the sanctioning of the Plan by the High Court in April 2023....more
2/5/2024
/ Cramdown ,
Creditors ,
Debt Restructuring ,
Insolvency ,
Jurisdiction ,
Lenders ,
Liquidation ,
Pari Passu ,
Restructuring ,
Shareholders ,
UK
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
On 20 December 2023, the FCA published finalised proposals for the merger of the existing premium and standard equity listing segments into a new single equity segment. A detailed discussion of these proposals, feedback...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
On 31 October 2023, the FCA published its Market Watch newsletter no. 75 ("MW75"), expressing concern about instances of possible market abuse it has come across when routinely reviewing trading, and communications and...more
The Economic Crime and Corporate Transparency Act 2023 (the “Act”) received Royal Assent on 26 October 2023, having received its first reading in Parliament over a year ago and more recently having been the object of a series...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 10 August 2023, the FCA issued another of its regular newsletters to primary market participants, Primary Market Bulletin 45 ("PMB 45"). This covers four topics: new IFRS sustainability and climate-related disclosures, the...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 15 May 2023, the UK Takeover Panel published a public consultation on proposed changes to the Takeover Code's Rule 21.1 (which prevents a target under offer (or where an offer is imminent) from taking action that may lead...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
An announcement made on 23 April 2023 by Hambro Perks Acquisition Company Ltd ("Hambro Perks") underlines the serious difficulties currently faced by the UK SPAC market and the SPAC market globally. The company confirmed that...more
On 20 April 2023, HM Treasury published a draft statutory instrument ("draft SI") that will amend Schedule 2 to the Criminal Justice Act 1993 (“CJA”) and revoke various statutory orders that have been made under the CJA, so...more
On 4 April, 2023, the Takeover Panel published Response Statements in relation to two consultations on Code rule changes that it issued last year - RS 2023/3 on the offer timetable in a competitive situation and RS 2023/4 on...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
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
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 English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more
11/7/2022
/ Board of Directors ,
Breach of Contract ,
Contract Disputes ,
Contract Interpretation ,
Contract Terms ,
Corporate Counsel ,
Corporate Officers ,
Good Faith ,
Shareholder Litigation ,
Shareholders ,
UK
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