Welcome to the latest edition of Market reCap.
"A recovery is in sight" said Mervyn King belatedly, last month. The equity markets seem to have reached the same conclusion some time earlier. By the end of last week the UK FTSE All-Share completed its 12th straight monthly gain. Hopefully, that recovery will translate into better prospects for initial public offerings and more takeovers.
There has been a consistent stream of regulatory news during the past quarter, and we have sought to summarise it as concisely and as usefully as possible in this edition.
We trust you will find this latest issue useful. As ever, please do feed in any comments (good or bad) or questions to any of the individual authors or your usual contacts in the team.
Amerjit Kalirai, Editor
Fieldfisher strengthens Equity Capital Markets offering with Partner recruit
We are pleased to announce that Neil Matthews is joining Fieldfisher as a partner in our corporate practice and will be based in our London office.
Neil will join the firm from Eversheds where he was head of their Equity Capital Markets group.
Neil acts for a wide-range of corporate clients and investment banks. His equity capital markets experience includes: acting for Abcam, Ilika, May Gurney, Norcon and Plusnet on their IPOs; acting for a large number of nominated advisers, sponsors and brokers on IPOs and other fundraisings; and acting for Apollo Group on its takeover of BPP Holdings plc and for May Gurney on its recent recommended takeover by Kier Group. He is ranked as an expert by Legal 500 in the area of domestic flotations.
Code Committee implements changes regarding pension scheme trustee issues
Following a consultation period, the Code Committee of the Takeover Panel has published details of proposed changes to the Takeover Code in relation to pension scheme trustee issues. This article discusses these changes, and the practical issues to be aware of in relation to the treatment of pension scheme trustees.
Launch of new high growth segment to the Main Market
On 27 March 2013, London Stock Exchange plc launched a new High Growth Segment to its Main Market. We examine the eligibility criteria and continuing obligations for companies seeking admission to this segment, and compare these against the AIM Market and the Standard and Premium segments of the Main Market.
ESMA update: Q&A version 18, supplementary prospectuses, mineral company recommendations and third country prospectuses
The European Securities and Markets Authority has published a number of updates in relation to its recommendations relating to prospectuses produced in accordance with the Prospectus Directive, mineral companies and third country prospectuses. It has also published a consultation paper on supplementary prospectuses. The most significant changes and proposals are set out in this article.
Show me the money - new European disclosure requirements announced for companies in extractive industries
The European Union has proposed new accounting and disclosure rules that will oblige European listed and other large companies in extractive industries to disclose material payments to the governments in countries where they operate. This article outlines the proposed rules and which companies they will apply to, and discusses the likely impact on international energy, mining and other extractive sector companies.
Directors' pay and financial reporting standards: shareholder voting guidelines get tough
A year on from the "shareholder spring" of 2012, advisory bodies are now urging shareholders to exercise their voting rights to combat some of the issues which are now widely regarded as having contributed to the financial crisis of 2008. We explore the latest developing themes, including opposition to long-term incentive plans and international financial reporting standards.
Directors' remuneration reports - the new regime
The Enterprise and Regulatory Reform Act 2013 has now been enacted, and affected companies should be considering what impact the new legislation will have on the contents of their directors' remuneration reports. The key new rules relating to the disclosure of directors' remuneration and shareholder approval of directors' remuneration reports are summarised here.
Reform of the UK competition regime
The Enterprise and Regulatory Reform Act will also bring in wide-ranging and significant changes to the UK's competition regime, including merging the Competition Commission and the competition functions of the Office of Fair Trading into a single competition authority, the Competition and Markets Authority. We provide an overview of the changes under this Act, together with a separate detailed discussion available here.
Recovering VAT costs on takeovers - BAA Limited has a hard landing in the Court of Appeal
The Court of Appeal's judgment in BAA Limited v The Commissioners for Her Majesty’s Revenue and Customs is important for everyone whose business is or may be involved in taking over another company. Recovering VAT costs incurred in connection with a company takeover is not straightforward, and the case shows that it is vital to be clear on the VAT analysis at the outset of a transaction.
What's new at Fieldfisher
- Fieldfisher is included in India Business Law Journal’s June 2013 report on the top international law firms for India-related work. This is based on extensive consultation with India-focused corporate counsel around the world, submissions received from hundreds of different law firms, and interviews and research carried out by the journal's editorial team.
- Changes to the Companies Act 2006 to facilitate share buybacks came into effect as of 30 April 2013. This follows the recommendations to help promote employee ownership made by Fieldfisher partner, Graeme Nuttall, in his independent report, "Sharing Success: the Nuttall Review of employee ownership".
- ACC Europe 20th Annual Conference, 12-14 May, Barcelona: our partners Nick Holland, Tim Bird, Sibylle Schumacher and Stefan Nerinckx attended this year's ACC Europe 20th Annual Conference.
Dates for the diary
- 13 June 2013: Fieldfisher's thought-leadership workshop How will life sciences and healthcare industries deliver value for the future? which focuses on key issues for pharmaceutical and medical devices companies
- 14 June 2013: final date for responses to ESMA consultation paper on a draft regulatory and technical standard concerning situations which require the publication of a supplementary prospectus
- 26 June 2013: Quoted Companies Alliance event "Conference 2013 - Engineering Growth For Small & Mid-Size Quoted Companies"
- 22 July 2013: date by which the UK must transpose the requirements of the AIFM Directive into UK law
- 30 September 2013: Takeover Code changes in relation to companies subject to the Code come in to effect