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
UK Corporate Governance Code update: emphasis on longer term sustainability
The Financial Reporting Council has updated the UK Corporate Governance Code for accounting periods beginning on or after 1 October 2014. Revised Guidance on Risk Management, Internal Control and Related Financial and Business Reporting has also been published. This article considers the updated guidance.
Sponsor competence, joint sponsors and sponsor conflicts
The Financial Conduct Authority has finalised changes to the Listing Rules relating to sponsor competence, with the new rules taking effect on 1 February 2015. The FCA is now consulting on the regime for joint sponsors and whether current Listing Rules and guidance on sponsor conflicts should be amended. We look at the new rules and what is being proposed.
Takeover Code: consultation on post-offer undertakings and intention statements
Pfizer Inc's potential offer for AstraZeneca plc earlier this year led to a public debate about the effectiveness of commitments under the City Code on Takeovers and Mergers, given by a bidder in relation to the target company's business, following the completion of a takeover offer. The Code Committee of the Takeover Panel has recently launched a consultation on proposed changes to strengthen the Takeover Code in this area. We summarise the proposals in this article.
Insider dealers pay the price for print room dealing
The Financial Conduct Authority has obtained confiscation orders amounting to nearly two and a half times the profit made by a number of convicted insider dealers from the trades which led to their convictions.
QCA Audit Committee Guide for Small and Mid-Size Quoted Companies
The Quoted Companies Alliance (QCA) has published its Audit Committee Guide for Small and Mid-Sized Quoted Companies. The guide assists audit committee members to be effective in their roles, meeting the expectations of investors and complying with regulatory best practice for such companies. This article reflects the changes from the QCA's earlier audit committee guidance.
Interim management statements no longer required
The Financial Conduct Authority has removed the requirement for issuers of shares admitted to trading on a regulated market to publish interim management statements, in line with its earlier consultation - See more at: /publications/2014/09/the-end-of-quarterly-reporting-requirements#sthash.9qcnuQ00.dpuf This change took effect on 7 November 2014.
Dates for the Diary
- 9 December 2014: launch event for Quoted Companies Alliance new Audit Committee Guide.
- 30 December 2014: last date for responses to the Financial Conduct Authority consultation on joint sponsors and sponsor conflicts.
- January 2015: effective date of changes to the Takeover Code (see our earlier article on the proposed changes)
- 1 February 2015: effective date of Listing Rule changes relating to sponsor competence.
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