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  • Proposed amendments to the Listing Rules, Prospectus Rules and the Disclosure and Transparency Rules (DTRs) - The FSA has published a consultation paper with amendments intended to reflect changes in the market or to provide further clarification. Existing guidance in the UKLA Technical Notes will be incorporated into the Listing Rules.  Read more >
  • Your 2012 AGM - Company secretaries may breathe a small sigh of relief as they turn their attention to this year’s AGM season and the limited changes over the past year.  This briefing considers those developments and market practices.  Read more >
  • AIM Rules - the close period rule interpretation - Issue 4 of Inside AIM considered the close period rule and confirmed the Exchange’s interpretation of this rule as being the period of two months preceding the publication of an issuer’s annual accounts in accordance with Rule 19 (ie when the accounts are published and sent to shareholders).  They confirmed the general position that a close period ends when full compliance with Rule 19 has taken place.  Read more >  
  • Changes to the UK Corporate Governance Code - diversity on boards - Earlier this year Lord Davies of Abersoch published a report recommending that FTSE 100 companies should aim for a minimum of one quarter female board representation by 2015.  He also recommended that FTSE 350 companies should set their own targets for female board representation by 2013 and 2015 and that these should be announced in September 2011.  To date, very few FTSE 350 companies have announced details of their aspirations on this subject.  Read more >
  • Narrative Reporting and Executive Remuneration - The future of narrative reporting has been on the Government’s agenda for some time now.  Last year saw a consultation on this subject and in light of responses and as part of the Government’s “Growth Review”, a further consultation has now been published.  Read more > 
  • HM Treasury publishes regulations amending the Prospectus Directive - Following HM Treasury’s consultation on early implementation of amendments to the Prospectus Directive, The Prospectus Regulations 2011 (Regulations) have been published.  Read more > 
  • New European Commission Consultation on Corporate Governance - On 5 April, the European Commission launched its consultation on corporate governance.  The Commission’s view is that existing corporate governance frameworks, which are generally based on self regulation and guidance, are not as effective as they should be.  It argues that in the financial crisis directors failed in their supervisory functions and highlights a lack of effective challenges to management as a result of what it describes as “group think”.  The Commission also highlights a lack of shareholder engagement in holding management to account for its actions.  Read more >
  • Panel gives detail on its proposed changes to the Takeover Code - Following Panel Statement 2010/22 in October 2010 on the regulation of takeover bids (Statement), the Takeover Panel today produced its consultation paper setting out in detail the proposed changes to the Takeover Code.  Today’s consultation puts flesh on the bones of the Statement including the detailed text of the rule changes. Read more >  
  • First conviction and fine in corporate manslaughter case - The offence of corporate manslaughter (the Offence) is committed when an organisation commits a gross breach of its duty which causes the death of an individual. A key part of the Offence is that the action or inaction of the senior management of the organisation contributed to the breach that caused the death.  Read more > 
  • Your 2011 AGM - This update provides you with details of new developments to a number of corporate governance developments and one in particular which will have an impact on the business of some AGMs. Read more > 
  • Extension of the statutory liability regime for issuers - From 1 October, Section 90A and Schedule 10A of FSMA will extend liability for issuers.  Read more >
  • Kraft Foods Inc. criticised by the Takeover Panel/Publication of the new UK Corporate Governance Code - On 26 May, the Takeover Panel (the Panel) published a statement of criticism of Kraft Foods Inc. for failing to meet certain standards required under the Takeover Code (the Code) during the course of its offer for Cadbury Plc.  Read more >
  • Changes to the Takeover Code's Disclosure Regime - Significant changes to the disclosure regime under the Takeover Code (the Code) take effect on 19 April 2010.  The Code's disclosure regime will move from being principally dealings based to being principally positions based.  Financial advisers and the parties to offers need to be aware of the changes and additional obligations.  Read more >
  • Dawn Raids - Be prepared - Nathan Willmott and Aaron Stephens consider the steps which firms should be taking to protect themselves and ensure that they are prepared should the FSA conduct a dawn raid.  Read more >
  • Best practice for the execution of documents - Explains the rationale behind best practice, the Mercury case and the background law, and expected future outcomes.  Read more >
  • Directors' and officers' liability insurance - A reminder of the reasons for such cover, especially in light of changes arising from the Companies Act 2006, the new causes of action available to dissatisfied shareholders, and the recent introduction of legislation relating to corporate manslaughter.  Read more >
  • Practical tips for directors of companies in financial difficulties - Sets out the practical steps directors should consider if the company is in financial difficulty.  Read more > 
  • Granting security over shares - what are the disclosure obligations? - Directors of companies whose shares are admitted to trading on the Main Market should notify the company of any security granted over their shares in the company.  Read more >
  • Derivative claims under the Act - Discusses the key changes made by Companies Act 2006 to the law on derivative claims and the practical application of these new provisions in light of recent case law.  Read more >
  • The Companies Act 2006: Changes to directors' conflicts of interest rules - The Companies Act 2006 codifies the duty of a director to avoid a conflict of interest and introduces new rules regarding the authorisation of conflicts.  Are your policies up-to-date?  Read more > 

Get in touch

David Collins

David Collins

BLP
Partner, Head of Corporate Finance

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