Market reCap May 2014
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
Taxman stops stamping on growth shares
The new exemption from stamp duty and stamp duty reserve tax on growth shares took effect on 28 April 2014. The exemption applies to trades in shares on recognised growth markets such as AIM, the London Stock Exchange's High Growth Segment and the ISDX Growth Market, provided the shares are not also listed on a recognised stock exchange. We consider the new exemption in this article.
Amendments to the Listing Rules take effect this month
The Financial Conduct Authority (FCA) has confirmed that amendments to the Listing Rules will come into force on 16 May 2014. The changes relate to: the obligations of premium listed companies with a controlling shareholder; the free float requirement; measures to prevent use of corporate structures to evade the Listing Rules; enhanced transparency around smaller related party transactions and in the annual report; guidance on the requirement for premium listed companies to carry on an independent business; extension of the obligation to notify the FCA of breaches; and the extension of two listing principles to standard listed companies. This article looks at the changes in more detail.
ABI lock-up guidance
Last month, the Association of British Insurers published best-practice recommendations in relation to lock-up agreements. The recommendations address the ABI's concern that lock-up agreements are increasingly being waived before the agreed expiry date. We outline the guidance in this article.
New disclosure regulations for extractive companies
As part of a global initiative to increase transparency in the extractive sectors (mining, oil, gas, etc.), the EU stated last year that it would introduce new accounting and disclosure rules that would make it compulsory for listed or certain other large extractive companies to disclose any payment over €100,000 (£84,800) to the governments in the countries in which they operate. On 28 March 2014, a consultation paper was published by the UK government's department for Business, Innovations and Skills proposing UK regulations for implementing these rules. We summarise the proposals in this article.
Consultation on the UK Corporate Governance Code
Following consultations towards the end of last year on directors' remuneration and on risk management, internal control and the going concern basis of accounting, the Financial Reporting Council is now consulting on its regular two-yearly review of the UK Corporate Governance Code. The consultation closes on 27 June 2014 and the amended Code will apply to financial years beginning on or after 1 October 2014. This article highlights the main proposals.
What's new at Field Fisher Waterhouse
At the end of May the London office of Field Fisher Waterhouse will move to new premises at Riverbank House, 2 Swan Lane, EC4. The move will see all London employees housed in one building - a building with significantly better facilities and breathtaking panoramic views of London.
Field Fisher Waterhouse is one of a small group of law firms to be awarded ISO 27001 Certification status. The internationally recognised standard will provide the most stringent certification for information security controls, guaranteeing that ample information security controls and other forms of risk treatment are in place to prevent and defend against potential data system vulnerabilities. The certification also ensures that the information security controls continue to meet the firm's security needs on an ongoing basis.