Market reCap - October 2013
Welcome to the latest edition of the Fieldfisher Equity Capital Markets team's publication of Market reCap.
As ever, we've tried to condense the last quarter's most significant legal and regulatory changes into short, concentrated articles that cover the key points.
We hope you had a good Summer. Autumn has arrived with a noticeable upturn in sentiment. Let's hope it stays that way.
We are very pleased that Graeme Nuttall was the winner of the Innovative Individual award at the Financial Times Innovative Lawyer Awards 2013, and many congratulations to him.
Amerjit Kalirai, Editor
Takeover Code - Code changes on profit forecasts
On 24 July 2013, the Code Committee of the Takeover Panel published its response paper following its consultation on proposals to amend the Takeover Code rules relating to profit forecasts, quantified financial benefits statements and material changes in information. This article looks at the changes that came into effect on 30 September 2013.
Changes to companies subject to Takeover Code
The Takeover Code was also amended from 30 September 2013 in respect of the companies that it applies to, including a partial removal of the "residency test". We outline the new regime and points to consider for companies which become subject to the Takeover Code.
Primary Market Bulletin No.6 - updates to UKLA Knowledge Base
In its Primary Market Bulletin No.6, the Financial Conduct Authority has identified the publication of and changes made to certain existing procedural and technical notes within its online Knowledge Base. It has also summarised the updates issued by the European Securities and Markets Authority. This article considers in particular the new technical note addressing common queries in relation to identifying and managing conflicts of interest for sponsors. Primary Market Bulletin No.7 will be covered in the next edition of Market reCap.
EU's proposed new Market Abuse Rules are unveiled
The European Parliament has formally endorsed the European Commission's proposal for a new regulation on insider dealing and market abuse, which is intended to strengthen the existing framework of the Market Abuse Directive. The significant proposals arising from the draft new rules are summarised in this article.
Abort fees in engagement letters – a case study
Following recent litigation in the High Court concerning the payment of an abort fee in a nomad and broker's engagement letter for an IPO, we thought it might be useful to review the key facts of the case and raise points to consider when drafting abort fees in engagement letters in general.
Law reversed on pensions liabilities in insolvency
In July 2013, the Supreme Court reversed the Court of Appeal's 2011 judgment in a pair of cases arising out of the Lehman and Nortel insolvencies, and made it clear that the amounts covered by a Financial Support Direction issued by the Pensions Regulator do not have a super-priority in an insolvency. This is not necessarily bad news for pension schemes and the implications of the decision for companies and their schemes are discussed in this article.
- Graeme Nuttall won the Innovative Individual award at the Financial Times Innovative Lawyer Awards 2013 for his work in driving employee ownership into the mainstream of the UK economy. Graeme is part of the Tax team at Fieldfisher, and his July 2012 report "Sharing Success: The Nuttall Review of Employee Ownership" included 28 recommendations to promote employee ownership through changes to company, tax and trust law. Statutory measures have already been introduced in April 2013 to facilitate share buybacks and the holding of treasury shares.
- Fieldfisher has joined forces with Ryser & Associates in Shanghai, China to establish inward and outward investment opportunities for key clients. Ryser has adopted Fieldfisher's branding and will trade under the name Fieldfisher Ryser.
A key aspect of the two firms coming together was the opportunity to have a credible base in China built on the IP/IT and corporate focus of both firms. Fieldfisher Ryser's main practice areas include intellectual property and corporate providing services to clients from China, Japan, the EU, the United States, Singapore and Russia across industries such as food, electronics, automobiles, finance, machinery, medical equipment, logistics and construction. Zoe Zhan is Managing Partner for Fieldfisher Ryser.