
Thursday, 31 October 2013
Hong Kong: Companies Ordinance commencement date - March 3, 2014

Wednesday, 30 October 2013
UK: England and Wales: companies cannot recover aggravated damages

UK: Competition Commission statutory audit market services inquiry - remedy implementation timetable published

Labels:
audit,
auditors,
competition commission,
statutory audit directive,
uk
UK: England and Wales: challenging the validity of an administrator's appointment

Labels:
administration,
director,
england and wales,
insolvency,
insolvency act 1986,
uk
Tuesday, 29 October 2013
UK: FRC 'calls to action' to improve the quality of disclosure in annual reports.

Best Practice Principles for Governance Research Providers - draft published for consultation
The Best Practice Principles for Governance Research Providers Group has published for consultation a draft of its Best Practice Principles for Governance Research Providers: see here (pdf). The core principles fall under the headings of service quality, conflict of interest management and communications policy and operate within a framework of 'comply or explain'.
Monday, 28 October 2013
UK: Law Commission consultation on the fiduciary duties of investment intermediaries

... fiduciary duties are difficult to define and inherently flexible. We think that this is one of their essential characteristics: they form the background to other more definite duties, allowing the courts to intervene where the interests of justice require it ... If there is a need for greater clarity in some areas, we think it would be better to enact specific duties rather than attempt to codify an area of law which has always depended on the facts of the case." (paras. 14.62 and 14.64).
Friday, 25 October 2013
UK: England and Wales: fiduciary duties and shareholder acquiescence

"When a court is considering what, if anything, can be inferred from a party's silence, the factual context is a matter of critical importance. If the surrounding circumstances are such that it would be unconscionable for a party to remain silent at the time and only raise his objections later, then I would have thought that assent can be inferred from silence" (para. [49]).
UK: Financial Services (Banking Reform) Bill 2013 completes Lords committee stage

UK: FCA consultation paper - the regulatory framework for crowdfunding

Labels:
crowdfunding,
fca,
financial conduct authority,
uk
Thursday, 24 October 2013
India: Company law reform - Companies Act 2013, third tranche of draft rules published

Singapore: Company law reform - part two of the Companies Amendment Bill 2013 published

Europe: Single supervisory mechanism - ECB preparations begin with assessment of banks

UK: BIS publishes business population estimates

Labels:
bis,
company,
dbis,
partnership,
sole trader,
uk
Wednesday, 23 October 2013
UK: Supreme Court decision on the equitable doctrine of marshalling

Labels:
equity,
marshalling,
marshalling of securities,
supreme court,
uk
Jersey: Court of Appeal upholds director's entitlement to exit payments

In the present case the Royal Court concluded, having heard the evidence, that the reason for the exit payments was to secure the loyalty and independence of the directors. This is undoubtedly a proper purpose of the power of the Board to fix remuneration ... The fact that in certain circumstances the exit payments might have been payable when the recipients might well be thought to be undeserving of them – circumstances that did not in fact occur – does not in my view invalidate the directors’ decision to authorise the Service Contracts in the form in which they did".
Tuesday, 22 October 2013
UK: Trades Union Congress calls for governance reforms

Isle of Man: Foreign Companies Bill 2013 consultation - responses published

UK: The balance of competences between the UK and EU - the single market, free movement of services and company law

Monday, 21 October 2013
UK: England and Wales: Madoff liquidators fail in claims against former directors for breach of duties

All of the claims against the directors failed. This should not, however, be taken to mean that none of the directors were found to have breached their duties: the judge found that several directors had breached section 174 by failing to address their minds to the question whether certain payments were in the interests of the company (see para. [264]). However, they had a defence: the transactions in question had been ratified by the unanimous approval of the voting shareholders.
The judgment contains much interesting dicta, in particular with regard to directors' duties and board decision making. To quote from the judgment (paras. [190] to [192]):
It is legitimate, and often necessary, for there to be division and delegation of responsibility for particular aspects of the management of a company. Nevertheless each individual director owes inescapable personal responsibilities. He owes duties to the company to inform himself of the company's affairs and join with his fellow directors in supervising them. It is therefore a breach of duty for a director to allow himself to be dominated, bamboozled or manipulated by a dominant fellow director where such involves a total abrogation of this responsibility ... In fulfilling this personal fiduciary responsibility, a director is entitled to rely upon the judgment, information and advice of a fellow director whose integrity skill and competence he has no reason to suspect ... Moreover, corporate management often requires the exercise of judgement on which opinions may legitimately differ, and requires some give and take. A board of directors may reach a decision as to the commercial wisdom of a particular transaction by a majority. A minority director is not thereby in breach of his duty, or obliged to resign and to refuse to be party to the implementation of the decision. Part of his duty as a director acting in the interests of the company is to listen to the views of his fellow directors and to take account of them. He may legitimately defer to those views where he is persuaded that his fellow directors' views are advanced in what they perceive to be the best interests of the company, even if he is not himself persuaded. A director is not in breach of his core duty to act in what he considers in good faith to be the interests of a company merely because if left to himself he would do things differently."
Friday, 18 October 2013
Europe: Council approves single supervisory mechanism

UK: Supreme Court judgment next week in marshalling of securities case

UK: FRC Corporate Reporting Review Annual Report 2013

Labels:
financial reporting,
frc,
narrative reporting,
uk
Thursday, 17 October 2013
UK: Competition Commission statutory audit services inquiry - final report published

Wednesday, 16 October 2013
Guernsey: GFSC consults on new governance rules for licensed insurers

UK: FCA policy statement - publishing information about enforcement warning notices

Ireland: Pledge to end 'stateless' Irish registered companies

Tuesday, 15 October 2013
UK: Competition Commission statutory audit services market inquiry - summary of final report published

Monday, 14 October 2013
Ireland: Authorisation requirements and standards for debt management firms

Friday, 11 October 2013
UK: England and Wales: directors' duties under the Companies Act 2006

Labels:
companies act 2006,
director,
directors' duties,
england and wales,
fiduciary,
uk
UK: FCA consults on CRD IV implementation for investment firms

Labels:
capital,
crd iv,
fca,
financial conduct authority,
investment firm,
remuneration,
uk
UK: The Credit Unions (Maximum Interest Rate on Loans) Order 2013

Thursday, 10 October 2013
UK: Company was a 'right to manage' company even though the letters 'RTM' were missing from its name

IAIS commits to develop global insurance capital standard

Wednesday, 9 October 2013
UK: England and Wales: directors' duties and shadow directors

Today, in Vivendi SA Centenary Holdings III Ltd v Richards [2013] EWHC 3006 (Ch), a stronger position was taken by Mr Justice Newey in respect of the duties of shadow directors:
"... my own view is that Ultraframe understates the extent to which shadow directors owe fiduciary duties. It seems to me that a shadow director will typically owe such duties in relation at least to the directions or instructions that he gives to the de jure directors. More particularly, I consider that a shadow director will normally owe the duty of good faith (or loyalty) ... when giving such directions or instructions. A shadow director can, I think, reasonably be expected to act in the company's interests rather than his own separate interests when giving such directions and instructions". (para. [143]).
UK: Financial Services (Banking Reform) Bill - Committee stage, day one

UK: UKLA Primary Market Bulletin - edition seven published

Labels:
fca,
financial conduct authority,
pra,
prudential regulation authority,
uk,
ukla
UK: England and Wales: connected parties and section 41 of the Companies Act 2006

Labels:
companies act 2006,
company contracts,
contract,
director,
uk
Tuesday, 8 October 2013
UK: Bank of England and FCA respond to PCBS final report recommendations

Labels:
bank of england,
banks,
fca,
remuneration,
remuneration code,
uk
UK: BIS consults on options for reforming various company filing requirements

Monday, 7 October 2013
UK: Women on boards - statistics update

Germany: Act on Ringfencing and Recovery and Resolution Planning for Credit Institutions and Financial Groups

Labels:
banks,
credit institution,
criminal law,
financial regulation,
germany
UK: Company and business names consultation - Government response published

Friday, 4 October 2013
Europe: Commission begins crowdfunding consultation

Europe: ESMA and EBA publish their 2014 work programmes

The European Banking Authority has also published its 2014 work programme: see here (pdf). The EBA's regulatory work in 2013 will primarily focus on CRD IV.
Thursday, 3 October 2013
UK: IFRS, the 'true and fair' view and the Companies Act 2006

Labels:
companies act 2006,
financial reporting,
frc,
ifrs,
uk
UK: FCA proposals for consumer credit regulation

Wednesday, 2 October 2013
UK: FRC publishes directors' remuneration consultation paper

UK: FInancial Services (Banking Reform) Bill - Committee stage amendments published by Government

Europe: ESMA publishes final guidelines on reporting obligations of alternative investment fund managers

Labels:
aifm directive,
aifmd,
esma,
europe,
reporting
UK: Bank of England publishes stress testing framework discussion paper

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