Friday 29 July 2011

UK: OFT provisionally decides to refer audit market to Competition Commission

Earlier this year the Office of Fair Trading provisionally decided - see here - that there were competition problems in the audit market (e.g., features of the market that restrict, distort or prevent competition) which met the statutory test for a referral to the Competition Commission under Section 131 of the Enterprise Act (2002). At the time the OFT stated that it had not made a final decision whether to make such a referral because it needed to decide whether there was a reasonable chance that there would be appropriate remedies available to the Commission. The OFT has today stated that its provisional decision is that a referral to the Commission should be made - see here - and has published a consultation paper seeking views: see here (pdf). Further background information is available here.

UK: England and Wales: directors' duties - loan of machinery from customer gave rise to fiduciary liability

The Court of Appeal gave judgment yesterday in Towers v Premier Waste Management Ltd [2011] EWCA Civ 923 and reaffirmed the strict nature of directors' fiduciary duties. The case concerned the liability of a director (Mr Towers) who received, without the knowledge of the company's board, the loan of machinery from one of the company's customers which he used to renovate buildings belonging to him and his wife.

At first instance ([2010] EWHC 2440 (Ch)), HHJ Roger Kaye QC held that Mr Towers had acted in breach of fiduciary duty and should account to the company for the benefit he had received: he ordered him to pay the company a sum just short of £8,000. On appeal it was argued by Mr Towers that he had not been placed in a position of conflict and that the trial judge had adopted an approach that was "overly technical and strict in the light of recent case law such as Foster Bryant" and had erred in not exercising the discretion provided by section 1157 of the Companies Act (2006) to relieve Mr Towers from liability. A unanimous Court of Appeal rejected these (and other) arguments. Lord Justice Mummery, delivering the leading judgment, stated that Mr Towers had not begun to demonstrate that the trial judge's decision was wrong with regard to his liability for breach of fiduciary duty.

Elsewhere in his judgment, Mummery LJ made some interesting observations with regard to the general duties of directors under the Companies Act (2006). Although the facts before him occurred before these statutory general duties came into force, he nevertheless noted that it would be "unrealistic to ignore the terms in which the general statutory duties have been framed for post-2006 Act cases. They extract and express the essence of the rules and principles which they have replaced" (para. [3]). Mummery LJ referred to three of these statutory duties - section 172 (the duty to promote the success of the company), section 175 (the duty to avoid conflicts of interest) and section 176 (the duty not to accept benefits from third parties) - regarding them as potentially relevant had the facts occurred after these duties came into force. These comments suggest that the statutory duties have not significantly changed the scope or content of the common law and equitable rules on which they are based. Whether this is correct with regard to section 172 has been the subject of debate: see, for example, the discussion in Keay, Andrew R., 'The Duty to Promote the Success of the Company: Is it Fit for Purpose?', August 20, 2010, University of Leeds School of Law, Centre for Business Law and Practice Working Paper.

Europe: corporate governance green paper - the UK Government's response

The European Commission's consultation on the European corporate governance framework closed last week. The UK Government has since published its response in which it states that the Commission should identify ways to increase the effectiveness of the current framework rather than impose new requirements: see here (pdf)

Thursday 28 July 2011

UK: the anti-deprivation rule in insolvency law

The Supreme Court gave judgment yesterday in Belmont Park Investments PTY Ltd v BNY Corporate Trustee Services Ltd. [2011] UKSC 38. This is an important decision concerning the scope of the anti-deprivation rule in insolvency law, a summary of which is available here (pdf).

Update (29 July 2011): the ICLR has provided a summary of the case here.

UK: The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011

The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2011 were made on July 19 and laid before Parliament on July 26: see here or here (pdf). Regulation 1 contains the commencement dates. An explanatory memorandum is available here (pdf). The Regulations amend Part 42 of, and Schedule 10 to, the Companies Act 2006 and the provisions on the registration of third country auditors in Part 5 of the Statutory Auditors and Third Country Auditors Regulations 2007 in order to implement European Commission Decision 2011/30/EU of 19 January 2011 (here, pdf).

Wednesday 27 July 2011

UK: competition in the audit market - OFT update

Earlier this year the Office of Fair Trading provisionally decided - see here - that there were competition problems in the audit market (e.g., features of the market that restrict, distort or prevent competition) which met the statutory test for a referral to the Competition Commission under Section 131 of the Enterprise Act (2002). At this time the OFT stated that it had not made a final decision whether to make such a referral because it needed to decide whether there was a reasonable chance that there would be appropriate remedies available to the Commission. The OFT has since stated - see here - that its provisional decision regarding a referral, together with a consultation paper, will be published later this month or next month.

UK: corporate governance in central government departments - updated best practice code published

HM Treasury has this month published an updated edition of the corporate governance code for central government departments: see here (pdf). An accompanying guidance note has also been published: see here (pdf). The code operates on the basis of 'comply or explain' and focuses on the role and functioning of departmental boards, chaired by the Secretaries of State.

Tuesday 26 July 2011

Canada: remuneration and risk - enhanced disclosure rules published

The Canadian Securities Administrators have published a notice containing amendments to Form 51-102F6 Statement of Executive Compensation, the purpose of which is to increase the disclosure required by publicly listed companies in respect of the risks associated with remuneration policy and practice: see here (pdf). Earlier this month the CSA published the results of its review of disclosure by issuers and, with regard to the remuneration of certain executive officers and directors, found that many issuers provided insufficient information regarding performance goals and benchmarking: see here (pdf).

Bangladesh: a new Companies Act

The Financial Express reports that the Ministry of Commerce has decided to introduce a new Companies Act, although not much detail is provided about what it will contain: see here. A draft of the new Act is expected in the autumn.

Monday 25 July 2011

Europe: corporate governance green paper - FRC submission published

The European Commission's consultation on the corporate governance framework in Europe closed last week. The UK's Financial Reporting Council published its submission last Friday: see here (pdf). In its submission the FRC states that the Commission's priority should be to make existing approaches work better rather than introduce radical change. In this regard, the FRC argues that comply or explain should be retained but that it should be made to work more effectively, particularly with regard to the role played by shareholders.

Attached to the FRC's submission is a copy of a paper titled Effective Corporate Governance, in which the FRC sets out what it believes are the essential components for promoting effective corporate governance. These include: regulation, where necessary, to establish basic standards; codes, to encourage best practice; and shareholder rights and responsibilities to promote accountability. The paper also identifies the benefits of codes.

UK: women on boards - executive search firms code of conduct published

Earlier this year Lord Davies recommended in his report Women on Boards that executive search firms should prepare a voluntary code of conduct addressing gender diversity and best practice with regard to search criteria and processes relating to FTSE350 board appointments. Last Friday, a voluntary code of conduct was published containing 7 best practice principles: see here (pdf). With regard to the use of quotas to increase the proportion of women on boards, the current edition of The Economist contains an article - see here - reporting on developments across Europe including a new law in France and a vote earlier this month in the European Parliament.

Friday 22 July 2011

UK: England and Wales: arbitration and unfair prejudice proceedings

The Court of Appeal gave judgment yesterday in Fulham Football Club (1987) Ltd v Richards [2011] EWCA Civ 855. At first instance - see [2010] EWHC 3111 (Ch) - the trial judge, faced with conflicting authorities (Re Vocam Europe Ltd. [1998] BCC 396 and Exeter City Association Football Club Ltd. v Football Conference Ltd. [2004] EWHC 831 (Ch)), granted an application under Section 9 ("stay of legal proceedings") of the Arbitration Act (1996) to stay a petition brought under Section 994 of the Companies Act (2006), in circumstances where rules had been agreed under which disputes would be referred to and resolved by arbitration.

On appeal it was argued that the petition should not have been stayed and that the trial judge should have followed Exeter City in which HHJ Weeks QC held that the shareholder's right to petition for relief under (what is now) Section 994 was inalienable and could not be "diminished or removed by contract or otherwise" (para. [23]). The Court of Appeal unanimously rejected this argument and upheld the trial judge's decision to stay the petition. Lord Justice Patten, delivering the leading opinion, held that Exeter City had been wrongly decided and observed, amongst other things, that Section 994 gave shareholders "an optional right to invoke the assistance of the court in cases of unfair prejudice ... there is nothing in the scheme of these provisions which, in my view, makes the resolution of the underlying dispute inherently unsuitable for determination by arbitration on grounds of public policy" (para. [78]).

The ICLR has provided a summary of the decision here.

UK: Takeover Code amendments published

Yesterday the Takeover Panel Code Committee published a response statement (RS 2011/1) following its review of certain aspects of the regulation of takeover bids: see here (pdf). The Committee will be adopting the amendments it proposed earlier this year - see PCP 2011/1, here (pdf) - with some minor (but not material) changes. These amendments are set out in Instrument 2011/2, available here (pdf), and take effect on 19 September; information regarding their implementation, and transitional arrangements, are explained here (pdf). The Code Committee has also announced some other changes to the Code and the Rules of Procedure of the Hearings Committee: these are contained in Instrument 2011/1, available here (pdf), and have immediate effect.

Thursday 21 July 2011

UK: the Financial Services Bill - joint committee's call for evidence

The Joint Select Committee on the Financial Services Bill, which has been formed to conduct pre-legislative scrutiny of the Bill, has published a call for evidence and is seeking views on twenty two specific questions including, for example, the desirability of adopting a 'twin peaks' model of financial regulation and the appropriateness of reforming the UK's financial regulatory system through amending existing legislation: see here (pdf). A copy of the draft Bill is available here (pdf, 4.3MB).

UK: fundamental importance of the true and fair view reiterated by APB and ASB

Section 393 of the Companies Act (2006) provides that a company's directors must not approve accounts unless satisfied that they give a true and fair view. The Auditing Practices Board and Accounting Standards Board - part of the  Financial Reporting Council - have today published a paper explaining that the true and fair requirement remains fundamentally important in UK Generally Accepted Accounting Practice (GAAP) and International Financial Reporting Standards (IFRS): see here (pdf).

Europe: banks - capital requirements and corporate governance

The European Commission yesterday published proposals for a Directive and Regulation intended to replace the current Capital Requirements Directives (2006/48 and 2006/49). The proposals - widely known as CRD IV - are intended to implement Basel III but also contain additional provisions concerning bank governance. These governance provisions are found in articles 86 to 91 of the proposed Directive and cover a wide range of matters including the attributes, knowledge and skills of the board, board diversity, directors' time commitment, remuneration policies and the role of the remuneration committee. Much of what the Directive provides in respect of these matters will be the subject of further guidance in the form of regulatory technical standards produced by the European Banking Authority.

For further information see: Commission press release | FAQs | Citizens' summary (pdf) | Directive proposal (pdf) | Directive impact assessment: full text (pdf) or summary (pdf) | Regulation proposal: part 1 (pdf), part 2 (pdf) and part 3 (pdf) | Regulation impact assessment: full text (pdf) or summary (pdf) |.

Wednesday 20 July 2011

UK: ICB should consider corporate governance says Treasury Committee

The Commons Treasury Committee has today called for the Independent Commission on Banking to consider how corporate governance in banks could be improved to enhance the stability of the financial stability: see here. According to the Committee's chairman, Andrew Tyrie MP, "The failure to address the issue of corporate governance was a serious omission in the ICB’s interim report. It must be tackled head-on in the final report."

UK: England and Wales: LLPs, fiduciary duties and unfair prejudice

Judgment was given last week in F&C Alternative Investments (Holdings) Ltd v Barthelemy [2011] EWHC 1731 (Ch). There is much of interest in this lengthy judgment, in which the trial judge considered the scope of the fiduciary duties owed by board members of a limited liability partnership (F&C Partners LLP) and allegations of unfairly prejudicial conduct under section 994 of the Companies Act 2006. One of the LLP's partners was a company, F&C Alternative Investments (Holdings) Limited, which was in turn wholly owned by F&C Asset Management plc. It is noteworthy that the trial judge found both of these companies liable under section 994, observing that the former "was in reality a cipher" for the latter.

    Tuesday 19 July 2011

    UK: the AIU's 2010/11 annual report - concerns over audit quality continue

    The Professional Oversight Board, part of the Financial Reporting Council, published today the Audit Inspection Unit’s latest annual report: see here (pdf). The AIU reviewed selected aspects of 92 audits in 2010/11 and, compared with last year, reports a reduction in the number of FTSE350 audits requiring significant improvement. However, the overall proportion of audits requiring significant improvement continues to concern the AIU, which outlines various improvements and recommendations in its report.

    Monday 18 July 2011

    USA: the return of the Shareholder Protection Act

    The Shareholder Protection Act (H.R. 2517) was reintroduced in the House of Representatives last week: see here or here (pdf). The principal purpose of the Act is to amend the Securities and Exchange Act (1934) in order to require shareholder authorisation before a public companies is able to make certain forms of political expenditure. Should shareholders have such a role? See the discussion here (Professor Bebchuck) and here (Professor Bainbridge).

    Friday 15 July 2011

    UK: England and Wales: access to partnership books and motive

    Mr Justice Norris gave judgment yesterday in Inversiones Frieira SL v Colyzeo Investors II LP [2011] EWHC 1762 (Ch). Amongst the matters he considered was the relevance of motive in respect of a partner's statutory right of access to partnership books under section 6 of the Limited Partnerships Act (1907) and, in this regard, he stated (paras. [26] and [27]):

    In my judgment the question of motive or purpose is irrelevant to the exercise of a statutory right of access to the partnership books. I accept the proposition (stated in Lindley and Banks on Partnership (19th edition) paragraph 22-16) that because the statutory right of inspection is expressed in unqualified terms the motives and bona fides of the partner seeking to exercise it will be irrelevant.

    I would accept that the position may be different in relation to the exercise of a contractual or other non-statutory right. There, if it is absolutely clear that the partner is using a contractual right to obtain partnership documents not for the purpose for which it is expressly or implicitly conferred (in connection with his interests as partner) but for the purpose of injuring the partnership, or for some other manifestly improper purpose, then the Court will not assist the partner to exercise the right to access partnership books, records and information: compare Oxford Legal Group Limited v Sibbasbridge Services Ltd [2008] EWCA Civ 387 at [24]. But that principle can only apply in very plain cases: otherwise (as Slade J pointed out in Conway v Petronius Clothing Limited [1977] 1 WLR 72at 90E) a right of inspection could be rendered more or less nugatory by specious allegations that it was being exercised with intent to injure or for some other improper motive. The principle has no application here. It is simply not the law that if a partner thinks he may have grounds to complain about the way a general partner (or its delegate) has performed its obligations then the partner thereby loses any right to obtain access to partnership documents".

    Update (18 July 2011): the ICLR has provided a summary of the decision here.

    UK: some voting trend research from PIRC

    PIRC has published a short summary of voting trends, based on 287 UK annual general meetings held in the first half of 2011: see here. PIRC notes that, in 2008, 82.6% of remuneration reports were passed with a vote against of less than 5%; in the first half of 2011 this figure was 66%.

    Thursday 14 July 2011

    Malaysia: the Securities Commission's Corporate Governance Blueprint 2011

    Earlier this month the Securities Commission published its Corporate Governance Blueprint 2011: see here (pdf, 6.19 MB) or here (links to individual chapters in pdf). The Blueprint sets out the Commission's proposals for improving the governance framework over the next five years and makes clear that regulation alone is not enough. The Blueprint contains six principle chapters: [1] shareholders' rights (here, pdf), [2] the role of institutional investors (here, pdf), [3] the role of the board (here, pdf), [4] disclosure and transparency (here, pdf), [5] the role of gatekeepers (here, pdf) and [6] public and private enforcement (here, pdf).

    There is much in the Blueprint. For example, chapter two sets out proposals for a new code governing institutional investors. Chapter three recommends that boards adopt a charter setting out, amongst other things, the board's functions and responsibilities as well as the key values, principles and ethos of the company. The charter should also include information about the company's governance arrangements, including the committees formed and the division of powers between the board, committees, chairman and CEO. Chapter four sets out five pillars of disclosure and transparency and makes recommendations regarding the content of the Commission's Corporate Governance Code. Chapter five makes wide-ranging recommendations, including greater clarity regarding the role of company secretaries and widening the obligations regarding mandatory whistle-blowing. Chapter six explains that shareholders are able to bring a statutory derivative action where the company has suffered harm but notes that there has only been one reported case. The chapter recommends further research to explore ways in which private enforcement can be promoted, including whether the Securities Commission should have a greater role.

    UK: ICB publishes summary of interim report responses

    The Independent Commission on Banking yesterday published a summary of the responses it has received in respect of the interim report it published in April - see here - and noted that responses were mixed in respect of its proposal to ring-fence UK retail banking operations. The responses were also published and the ICB's final report will be published on 12 September.

    Wednesday 13 July 2011

    New Zealand: directors' duties, delegation and criminal liability for untrue statements in a prospectus

    Last week, in R v Moses HC Auckland CRI 2009-004-1388 [2011] NZHC 646, Heath J (sitting in the High Court) found three directors guilty of criminal offences under section 58 of the Securities Act (1978) in respect of untrue statements in a prospectus. The judgment is available here (html, with the footnote formatting a little awry) or here (pdf) or here (rtf). This is an important judgment which makes clear that the directors' duty to ensure that the prospectus does not contain misleading statements is non-delegable. Heath J found that the directors had purported to delegate to senior management the task of determining whether the prospectus met the regulatory requirements. In the course of his judgment he considered the role directors and their duties and, in particular, what is expected of the chairman and non-executive directors (at paras. [397] to [402], footnotes omitted):

    ... As a matter of law, no distinction is drawn between the roles performed in the boardroom by directors, whether labelled executive or non-executive. Every director is required to act in good faith, in what he or she believes to be the best interests of the company and to exercise the 'care, diligence, and skill that a reasonable director would exercise in the same circumstances'. Use of the term 'reasonable director' does not suggest different types of directors but is consistent with each having particular responsibilities within the board structure. The degree of care, diligence and skill required depends upon the nature of the company, the nature of the decision, the position of the director and the nature of the responsibilities undertaken by him or her ...

    A chairman is not just a figurehead. His or her role involves leadership. A chairman has the primary obligation of ensuring that the agenda for a meeting is properly formulated, guiding discussion and ensuring that the meeting is conducted efficiently and effectively. As s 128 of the Companies Act 1993 makes clear, it would be wrong for the board to focus only on supervisory functions because it has the obligation of setting the policy that is to be implemented by management.

    A focus on supervision or monitoring 'presupposes that the business drive comes from the managers of a company and that the board is there primarily to keep them on the rails', whereas it is 'for the board, representing the interests of those who appoint them, to set the standards which they expect from managers and to set them high'. Those views are reinforced by the Institute of Directors' Code of Practice for Directors, in which it is said that the chairman's role involves ensuring that all directors receive sufficient and timely information to enable them to be effective as board members; including the need to ensure that adequate information is before the board on any major issue on which a decision is required.

    The term 'non-executive director' is used to refer to a person who has no executive functions to fulfil, in relation to the company‘s day-to-day operations. Nevertheless, in carrying out his or her duties as a director, the non-executive must ensure that he or she has enough information on which to make an informed decision. It is not enough to rely on an executive director to bring something to the attention of the board, if it is clear that information on a particular point is relevant to a decision. Once sufficient information is available, the non-executive director‘s duty will be discharged through the provision of 'independent judgement and outside experience and objectivity, not subordinated to operational considerations, on all issues which come before the board'.

    In the context of a finance company, a non-executive director is required to have the ability to read and understand the financial statements, the way in which such statements classify assets and liabilities as current or non-current, and to use that understanding when making decisions about such matters as solvency and liquidity".

    Tuesday 12 July 2011

    Hong Kong: Court of Appeal considers the multiple derivative action

    The multiple derivative action has recently been considered by the Court of Appeal of the High Court in East Asia Satellite Television (Holdings) Ltd v New Cotai, LLC and others: see here or here (.doc). In the course of its judgment, the court referred to the statutory regime governing derivative claims in England and Wales - found in Part 11 of the Companies Act (2006) - and the view of Lord Millett, writing extra judicially in Gore-Browne Bulletin (May 2010), that this regime precludes the multiple derivative action.

    Monday 11 July 2011

    UK: the Prospectus Regulations 2011

    The Prospectus Regulations 2011 were made on 7 July, laid before Parliament on 8 July and come into force on 31 July. A copy of the Regulations is available here and here (pdf). An explanatory memorandum is available here (pdf). The Regulations amend the Financial Services and Markets Act 2000 in order to implement part of Directive 2010/73/EU, the result of which is to increase certain thresholds regarding the circumstances in which a prospectus must be issued.

    Update (15 October 2011): a correct slip for the Regulations has been published: see here (pdf).

    Friday 8 July 2011

    Basel Committee publishes Principles for the Sound Management of Operational Risk

    The Basel Committee on Banking Supervision has published Principles for the Sound Management of Operational Risk: see here (pdf). There are eleven principles in total and several of these are explicitly concerned with the role of the board of directors.  For example, Principle 1 makes clear that it is the responsibility of the board to ensure that a strong operational risk management culture exists throughout the organisation.

    New Zealand: trust law review - Law Com publishes issues paper

    As part of its review of the law of trusts, the New Zealand Law Commission has published a fourth issues paper titled The Duties, Office and Powers of a Trustee: see here (pdf). The paper considers, amongst other things, which duties should be considered part of the irreducible core of the trust (and therefore incapable of exclusion) and whether limits should be set on what can be achieved through the use of exemption clauses.

    BVI: FSC consults on Business Companies Act changes

    The British Virgin Islands Financial Services Commission is proposing changes to the Business Companies Act 2004 following recommendations made by a company law advisory committee. A draft of the BVI Business Companies (Amendment) Act 2011 and the BVI Companies Regulations 2011 have been published for comment: see, respectively, here (pdf) and here (pdf). Explanatory notes are available here (pdf). The changes cover, amongst other things, company names, the duties of alternate directors, the registration of charges and the creation of a new type of company: the not for profit company.

    Thursday 7 July 2011

    Malawi: Code of Best Practice for Corporate Governance added to ECGI directory

    The codes and principles directory maintained by the European Corporate Governance Institute has this week been updated to include a copy of the Code of Best Practice for Corporate Governance in Malawi: see here.

    USA: say on pay - early results

    The Financial Times newspaper reports - see here - that 12 out of the first 100 Fortune 500 companies to hold a 'say on pay' vote have seen significant protest votes (defined as a vote where 30% of the votes cast were not in support).

    Wednesday 6 July 2011

    UK: Lords debate on corporate governance and accountability

    There was an hour long debate in the House of Lords yesterday evening, initiated by Lord Harrison, on corporate governance and accountability. The official record of the debate - Hansard - is available here. Lord Harrison began the debate by asking: what steps are the Government taking to improve corporate governance and accountability with respect to social and environmental issues? Responding on the Government's behalf, Baroness Wilcox (the Parliamentary Under-Secretary of State, Department for Business, Innovation and Skills) reiterated the Government's view that "the best solutions are those which are owned and driven by market participants and investors in companies ... we want to work with the companies and the City to develop business-led solutions" (col. 210).

    UK: the Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011

    The Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 were made on 25 June, laid before Parliament on 1 July, and come into force on 1 August. The Regulations are available here and here (pdf). The accompanying explanatory memorandum is available here (pdf). The Regulations make amendments to the Companies Act (2006) and the Cross-Border Mergers Regulations 2007 (SI 2007/2974) in order to implement Directive 2009/109/EC regarding the reporting and documentation requirements in mergers and divisions.

    UK: the future structure of the Financial Reporting Council

    The Financial Reporting Council published its annual report and accounts yesterday: see here (pdf). In her chairman's statement, Baroness Hogg makes clear that changes to the FRC's structure are likely and notes that "... the FRC today consists of seven different bodies to do one job ... The perpetuation of these silos does not, the FRC’s Board believe, serve anyone well". According to Baroness Hogg, the desired structure would be one containing two units or strands: [1] responsibility for setting codes and standards and [2] responsibility for the conduct of companies and professionals.

    Tuesday 5 July 2011

    Switzerland: remuneration survey and say on pay

    Ethos has published a survey of board remuneration for 2010 in the 48 largest Swiss listed companies. A summary of the findings, in English, is available here and the survey report is available here (in French and German). Ethos notes that 27 of the 48 companies have proposed an advisory vote regarding the remuneration report at their 2011 annual general meeting. Ethos also notes that for the first time in Switzerland a remuneration report was rejected by the shareholders: the vote took place at the annual general meeting of Weatherford International earlier this year (the voting results are available here).

    Germany: the tenth German Corporate Governance Code Conference

    The tenth German Corporate Governance Code conference was held last week. The conference theme was "2001-2011: Commitment to Good Corporate Governance – Achievements and Expectations”. Video recordings of the speeches and panel discussion, translated into English, are available: see here (day one) and here (day two).

    Monday 4 July 2011

    UK: Guidance on the implementation and publication of forthcoming Code amendments

    The Takeover Panel Code Committee has published guidance regarding the implementation and publication of forthcoming amendments to the Takeover Code, following the publication of consultation paper PCP 2011/1 (here, pdf) earlier this year: see here (pdf). The guidance states that a response statement will be published later this month with the revised Code coming into effect on or around 19 September 2011.

    UK: voting against the remuneration report - Manifest highlights some trends

    Manifest has reported on its blog the results of research to identify the FTSE100 companies with the greatest level of shareholder dissatisfaction with the remuneration report since 2003: see here.

    UK: FTSE100 boards and female director appointments

    The Guardian newspaper reports that FTSE100 companies have so far this year appointed 23 female directors, about 30% of total board appointments: see here. The article also reports that in the whole of 2010, 18 female directors were appointed to FTSE100 boards.

    Friday 1 July 2011

    UK: corporate tax reform - consultation on proposed controlled foreign company rules

    HM Treasury has published detailed proposals setting out how the UK's new controlled foreign companies tax regime will operate: see here (pdf). The intention is that the new rules will be included in the Finance Act (2012). Further background information is available here. In making changes to the regime, the Government's objectives are to: [a] target and impose a CFC charge on artificially diverted UK profits, so that UK activity and profits are fairly taxed; [b] exempt foreign profits where there is no artificial diversion of UK profits; and [c] not tax profits arising from genuine economic activities undertaken offshore.

    UK: the Bribery Act (2010) comes into force today

    The Bribery Act (2010) comes into force today. For guidance concerning the new strict liability offence created by Section 7 - the failure of commercial organisation to prevent bribery - see here. The Explanatory Notes, produced by the Ministry of Justice to accompany the Act, are available here.