Market reCap - March 2015
Welcome to the latest edition of Market reCap, brought to you by Fieldfisher's Equity Capital Markets team.
As ever, we've tried to condense the most significant legal and regulatory changes from the last few months into short, concentrated articles that cover the key points.
Please let me know if you would like to discuss any of the issues raised in this edition of Market reCap (or alternatively contact the author of the relevant article).
Jonathan Brooks, Editor
Proposed changes to company law
A number of changes to company law are proposed in the Small Business, Enterprise and Employment Bill which is currently making its way through Parliament. We summarise the proposed changes and when they are expected to take effect. Of particular interest to quoted companies and their advisers are: the abolition of bearer shares; the prohibition of corporate directors and the proposed exemptions from the prohibition; the new requirement for a company to keep a register of persons with significant control and file this information at Companies House; and simplification of the requirements for statements of capital filed at Companies House.
Reckitt Benckiser Group plc – fine for failure to monitor share dealing by senior executives
The Financial Conduct Authority has fined Reckitt Benckiser Group plc for inadequate systems and controls to monitor share-dealing in its own shares by its senior executives and failure to make timely and adequate disclosure to the market of share dealings by two senior executives. We summarise the FCA's decision.
FCA exercises power to fine sponsor for first time
In the first case of its kind, the Financial Conduct Authority has fined a listed company sponsor. The fine was imposed on Execution Noble & Company Limited for breaches of Listing Rule 8. We look at the decision..
Consultation on amendments to the Prospectus Directive
The European Commission has published a consultation paper seeking responses to a number of questions concerning the effectiveness of the Prospectus Directive. We highlight some of the key questions being asked.
Corporate Governance: new voting guidelines from NAPF and ISS
Both the National Association of Pension Funds and Institutional Shareholder Services have published voting guidelines for the 2014/2015 AGM season. We look at the guidance and identify what has changed.
Takeover Code update
There have been a number of recent developments relating to public company takeovers. We summarise the key changes..
Non-executive directors' duty of confidence
Can a company require a non-executive director to return all documents containing confidential information, when he ceases to be a director? This question was recently addressed by the High Court when Sir Paul Judge sought to resist such a demand made by Eurasian Natural Resources Corporation Ltd (ENRC). This article looks at the implications of the case, both for directors and the companies appointing them.
Refusing access to the register of members
Burberry Group plc has succeeded in an application to court for a direction not to comply with a request for a copy of its register of members, which was found to have been made for an improper purpose. We consider the case, which is only the second time that the proper purpose test for access to the register of members, introduced by the Companies Act 2006, has been considered by the courts.
Dates for the Diary
- 6 April 2015: from this date, all returns made to shareholders through B share schemes will be taxed in the same way as dividends.
- 13 May 2015: last date for responses to the European Commission consultation on the Prospectus Directive.
- May 2015: expected implementation of abolition of bearer shares
- 1 October 2015: expected implementation of the prohibition of corporate directors, with limited exceptions
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