Monday 11 April 2022

Hong Kong: the statutory derivative action and charitable companies

Earlier this month, judgment was given by the Court of Appeal in Chung v Soka Gakkai International of Hong Kong Ltd [2022] HKCA 480. The decision is an important one because the court has confirmed that a member of a charitable company has standing to bring a statutory derivative claim under sections 732 and 733 of the Companies Ordinance (Cap 622).

Friday 8 April 2022

Australia: Treasury consults on corporate control transactions and the role of the Takeovers Panel

The Treasury has launched a consultation paper titled "Corporate control transactions in Australia: options to improve schemes of arrangement, takeover bids, and the role of the Takeovers Panel": see here. Views are sought on, amongst other things, expanding the role of the Takeovers Panel to include approval of members' schemes of arrangement, and whether the Panel should have the power to provide advance rulings. 

UK: Consultation outcome - insolvency arrangements for insurers

In May 2021 the Treasury consulted on proposed amendments to the insolvency framework governing insurers: see here (pdf). The consultation outcome has now been published: see here (pdf). The Treasury has said that it will continue to consult with the PRA, FCA and FSCS, before introducing legislation when parliamentary time allows.

Monitoring Group paper - the value of high quality audits

In July 2020 the Monitoring Group published a set of recommendations designed to strengthen the standard setting system for international audit and ethical standards: see here (pdf). Today the Group published a paper titled "The Value of High Quality Audits and the Importance of Funding an Independent Multi-stakeholder International Standard-setting Structure": see here (pdf).

Wednesday 6 April 2022

Singapore: Court of Appeal on transactions at an undervalue and the principle in MC Bacon

Judgment was given by the Court of Appeal last month in Rothstar Group Ltd v Leow Quek Shiong [2022] SGCA 25: see here (pdf). The case is an important one in that is has confirmed that the grant of security for a third party's debt can in principle constitute a transaction at an undervalue. The court therefore held that the scope of what is known as the principle in MC Bacon was limited to security granted for the grantor's own existing debt.

ISSB consults on its first two standards - sustainability related financial information and climate-related disclosures

The International Sustainability Standards Board has published for consultation its first two standards: IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information (pdf); and IFRS S2 Climate-related Disclosures (pdf).

UK: FRC publishes three year plan (2022-2025)

The Financial Reporting Council has published its three year plan for 2022-2025: see here (pdf). The plan has been produced on the assumption that, during the three year period, the FRC will become the Audit, Reporting and Governance Authority, with new statutory powers (as set out in the 2021 white paper, Restoring Trust in Audit and Governance).

UK: England and Wales: restitution orders and company directors

The ICLR has published a summary for the recent Court of Appeal decision Financial Conduct Authority v Ferreira [2022] EWCA Civ 397: see here. To quote from the summary: 

"A defendant could only be liable under section 382 [(restitution orders)] of the Financial Services and Markets Act 2000 if they had knowledge of the facts which made the act complained of a contravention of the statute, which included knowledge of the factual circumstance that prevented a potentially relevant disapplication from operating ... Further, interpreting section 382 in a way that imputed to the legislature an intention to impose personal liability on directors (or others) simply on the basis that they knew of the actions that the company was taking in the course of its business would be a far-reaching step and would introduce such a radical departure from the principles of limited liability in the financial service field that such an intention should not be attributed to the legislature in the absence of some very clear indication, of which there was none"

UK: The regulatory approach to cryptoassets, stablecoins, and distributed ledger technology in financial markets

Following a consultation last year, the Government has published further details in respect of its planned regulatory approach to cryptoassets, stablecoins, and distributed ledger technology in the financial markets: see here (pdf). It is proposed, amongst other things, to bring within the regulatory perimeter activities facilitating the use of certain stablecoins when used as a payment method.