Friday 27 February 2015

UK: The Insolvency Practitioners (Amendment) Regulations 2015

The Insolvency Practitioners (Amendment) Regulations 2015 were laid before Parliament today and come into force on 1 October 2015: see here or here (pdf).  One of the changes being introduced by the Regulations concerns the records that insolvency practitioners are required to maintain. A new record keeping obligation will be introduced and this will require insolvency practitioners to keep records sufficient to show and explain the administration of each case and any decisions taken which materially affect that case.  Further information is available in the explanatory memorandum accompanying the Regulations: see here (pdf).

UK: 'Goodbye ambiguity, hello clarity - the Bank of England’s relationship with financial markets'

Dr Minouche Shafik, the Deputy Governor for Markets and Banking at the Bank of England, delivered a speech yesterday titled Goodbye ambiguity, hello clarity: the Bank of England’s relationship with financial markets: see here (pdf). Early on in her speech she identified her recurring theme: "... the days when 'constructive ambiguity' was seen as a helpful foil for central bankers are behind us. In today's complex and globalised financial system, Governors' eyebrows and fireside chats are no match for a clearly communicated framework in which information will be gathered and decisions made".

Europe: ESMA peer review report - MiFID and best execution

The European Securities and Markets Authority has published a peer review report regarding best execution under MiFID: see here (pdf). The accompanying press release is available here (pdf). The review found that the level of implementation of best execution provisions by authorities was "relatively low".

Thursday 26 February 2015

Australia: ASIC consults on updated collective action guidance for institutional investors

The Australian Securities and Investments Commission is consulting on the guidance it provides in respect of collective action by institutional investors: see here. A copy of the consultation paper is available here (pdf). The proposed amendments will, amongst other things, provide updated guidance on how the takeovers and substantial holding notice provisions apply to collective action by investors.

Wednesday 25 February 2015

UK: The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2015

The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2015 was made earlier this week and comes into force on 1 April 2015: see here (pdf). The purpose of the Order is to bring within the regulatory regime seven benchmarks, including the Sterling Overnight Index Average (SONIA) and Repurchase Overnight Index Average (RONIA). An explanatory memorandum is available here (pdf) and an impact assessment here (pdf).

Tuesday 24 February 2015

Europe: ESMA publishes revised work programme for 2015

The European Securities and Markets Authority has published a revised work programme for 2015: see here (pdf). With regard to corporate governance, it is noted that ESMA will in the fourth quarter of 2015 undertake a review of the published best practice principles for proxy advisors.

Monday 23 February 2015

UK: The Senior Managers Regime and non-executive directors

The Prudential Regulation Authority and Financial Conduct Authority have today published a consultation paper in which they explain that the following non-executive directors will be subject to approval and inclusion in the new Senior Managers Regime: chairman; chair of the risk committee; chair of the audit committee; chair of the remuneration committee; chair of the nomination committee; and the senior independent director.

The consultation paper - titled Approach to non-executive directors in banking and Solvency II firms & Application of the presumption of responsibility to Senior Managers in banking firms - is available here (pdf). Further information is available in the accompanying press release: see here.

Friday 20 February 2015

UK: FCA announces market study into investment and corporate banking

The Financial Conduct Authority has announced that it will undertake its first wholesale market study into investment and corporate banking: see here. This follows work undertaken by the FCA, and feedback it has received, suggesting that competition is not working effectively: see here (pdf).

Thursday 19 February 2015

UK: FRC consults on amendments to UK and Irish GAAP

The Financial Reporting Council is consulting on proposed amendments to UK and Irish GAAP: see here. The proposed amendments include withdrawal of the Financial Reporting Standard for Smaller Entities (FRSSE) for accounting period beginning on or after 1 January 2016 and a new accounting standard for micro-entities.

Wednesday 18 February 2015

Europe: capital markets union - green paper and related consultations

The European Commission today published a green paper seeking ideas on how to create a "true single market for capital". Accompanying the green paper are two related consultations, one on the operation of the Prospectus Directive and the other on the securitisation framework. The green paper contains a short section on company law and corporate governance. In this section, the current revision of the Shareholder Rights Directive is mentioned; it is also stated that further reforms to company law may be helpful to help overcome barriers to cross-border establishment and operation.

For further information see: Commission press release | Green paper (pdf) | Prospective Directive review | Securitisation review | Capital Markets Union website.

Tuesday 17 February 2015

Europe: ESMA annual report - credit rating agencies and trade repositories

The European Securities and Markets Authority has published an annual report concerning its direct supervisory activities in 2014 regarding credit rating agencies and trade repositories: see here (pdf). The report also identifies ESMA's plans regarding credit rating agencies and trade repositories for 2015.

Monday 16 February 2015

OECD corporate governance working paper published - corporate bonds, bondholders and corporate governance

The sixteenth paper in the OECD Corporate Governance Working Paper series, titled Corporate Bonds, Bondholders and Corporate Governance, has been published: see here (pdf). The authors suggest, through building a 'covenant protection index', that bond investors have, overall, traded governance rights for higher expected returns. Earlier papers in the series are available here.

UK: Bank of England Financial Stability Paper No 32 - estimating the extent of the 'too big to fail' problem

The latest paper (number 32) in the Bank of England's financial stability series, titled Estimating the extent of the ‘too big to fail’ problem - a review of existing approaches, has been published: see here (pdf).

Friday 13 February 2015

UK: The Companies (Cross-Border Mergers) (Amendment) Regulations 2015

The Companies (Cross-Border Mergers) (Amendment) Regulations 2015 were laid before Parliament yesterday and come into force on 6 April 2015: see here or here (pdf). The Regulations seek to clarify the UK's implementation of Article 17 of the Cross-Border Mergers Directive 2005/56/EC by amending article 16(3) of the Companies (Cross-Border Mergers) Regulations 2007 in order to make explicit that a merger may not be declared null and void when it has taken effect. Further information is available in the accompanying explanatory memorandum: see here (pdf).

Note: the operation of the Directive was the subject of a consultation by the European Commission that concluded last month: see here.

Thursday 12 February 2015

Singapore: MAS consults on OTC derivatives framework and other changes to the SFA

The Monetary Authority of Singapore is consulting on its new framework for the regulation of OTC derivatives and also some other changes to the Securities and Futures Act: see, respectively, here and here.

Wednesday 11 February 2015

OECD Principles of Corporate Governance - consultation responses published

Last year the OECD published for public comment a revised edition of its Principles of Corporate Governance: see here (pdf). The consultation period ended last month and the responses received by the OECD have been published: see here.

UK: Scotland: Law Commission sets out its ninth programme of law reform

The Scottish Law Commission has published its ninth programme of law reform, covering the period 2015 to 2017: see here. The programme continues work on four existing projects (moveable transactions; compulsory purchase; contract law in light of the Draft Common Frame of Reference; and heritable securities) and contains three new projects: defamation; proprietary aspects of leases; and aspects of the law of prescription.

Tuesday 10 February 2015

USA: SEC consults on hedging disclosure rule

The Securities and Exchange Commission has proposed rules the purpose of which is to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act: see here (pdf). The rules will require companies to disclose whether directors and employees are permitted to engage in hedging transactions in respect of equity securities granted as compensation or otherwise held (directly or indirectly).

Monday 9 February 2015

UK: FTSE100 board diversity and nationality

The Financial Times reports that more than one in three FTSE100 chief executives are non-British nationals, and one in eight FTSE100 companies has an all British board: see here.

Friday 6 February 2015

India: Monitoring compliance with section 135 of the Companies Act 2013

The Ministry of Corporate Affairs has established a committee the purpose of which is to make recommendations for improving the monitoring of companies' compliance with section 135 ("Corporate Social Responsibility") of the Companies Act 2013: see here (pdf).

Russia: Financial Stability Board publishes peer review report

The Financial Stability Board has published its peer review of Russia: see here (pdf). The review considered the macroprudential policy framework (and tools) as well as the framework for the resolution of banks. The report recommends, amongst other things, that the mandate of the newly formed National Council on Ensuring Financial Stability is clarified; a wider range of resolution tools is also recommended.

UK: FCA final rules - independent governance committees and workplace personal pension schemes

The Financial Conduct Authority has published final rules in respect of the independent governance committees that providers of workplace personal pension schemes will be required to establish: see here (pdf).

Thursday 5 February 2015

UK: EU Committee report on the post-crisis EU financial regulatory framework

The House of Lords European Union Committee has published its report The post-crisis EU financial regulatory framework - do the pieces fit?: see here or here (pdf). The report notes that the reformed framework contains weaknesses but that this should not detract from the significant achievement that its creation represents. The report contains various recommendations including, for example, enhancing the powers of the European Supervisory Authorities.

Update: The word "its" now appears correctly; the superfluous, and unfortunate, extra letter 't' has been removed. Note to self: more thorough proof reading.

Wednesday 4 February 2015

Europe: CJEU rejects Commission's argument regarding UK's group loss relief rules

In 2012, the European Commission referred the United Kingdom to the Court of Justice of the European Union because it believed that the UK had failed to properly implement the court's decision in the Marks and Spencer case (C-446/03): see here. Whilst the UK had made to changes to its regime for group loss relief, the Commission argued that the principle of freedom of establishment was still infringed. Yesterday the court gave its decision and rejected the Commission's arguments: see Commission v United Kingdom (C-172/13), a press summary of which is available here (pdf).

UK: Board diversity - women on FTSE100 boards

The Department for Business, Innovation and Skills has today published a list of the ten most improved FTSE100 boards (between 2010 and October 2014) with regard to the proportion of female directors: see here. The Secretary of State for Business, Innovation and Skills, Rt Hon Dr Vince Cable MP, commented: "Seeing the enormous progress made by these 10 top FTSE 100 companies demonstrates that the UK’s voluntary, business-led approach is working. Our target of 25% women on boards by 2015 is in sight. However, the threat of EU mandatory targets remains a reality if we do not meet it".

Tuesday 3 February 2015

UK: FCA review of crowdfunding

The Financial Conduct Authority has published the results of a review of the regulatory regime for crowdfunding and the promotion of non-readily realisable securities by other media: see here (pdf). The FCA states that, at present, it sees no need to change its regulatory approach (either to strength consumer protection or to relax the requirements that apply to firms).

Monday 2 February 2015

Ireland: Companies Act 2014 - copy published on the Irish Statute Book website

A copy of the Companies Act 2014, which became law last December, has been published on the Irish Statute Book website: see here (pdf). Information about the Act, which is expected to be brought into force in June this year, is available on the Companies Registration Office website.

Update (10 March 2015) - an html version of the Act is now available: see here.