UK: The Supreme Court on the 'creditor duty' - its existence, content and engagement

And so we have it - one of the most important company law judgments of recent years: BTI 2014 LLC v Sequana SA & Ors [2022] UKSC 25. The existence of the common law 'creditor duty' (also known as the 'rule in West Mercia' after the case West Mercia Safetywear v Dodd [1988] BCLC 250) has been confirmed and its content and application explained. A summary of the judgment is available here and here (pdf). A summary was also read out by Lord Briggs in the Supreme Court yesterday - see below (if the video does not appear below, it can also be found here): 

Malta: MFSA publishes new corporate governance code

Earlier this year - in March, to be precise - I noted that the Malta Financial Services Authority was consulting on a new corporate governance code that would cover all unlisted MFSA authorised entities. The consultation has since ended and the new code published: see here (pdf). 

G20/OECD Principles of Corporate Governance - consultation on proposed revisions

The OECD has published for consultation the revisions it proposes to make to the G20/OECD Principles of Corporate Governance: see here (pdf). The public consultation ends later this month on the 21st.  Amongst the revisions is a proposed new chapter on sustainability and resilience.  

UK: The directors' duty to consider the interests of creditors - Supreme Court judgment this week in BTI case

After an unplanned break from blogging, I am happy to return with news that, on Wednesday this week (October 5), the UK Supreme Court will deliver its judgment in BTI 2014 LLC v Sequana SA [2022] UKSC 25. The court was required to consider, to quote directly from its summary, whether "the trigger for the directors' duty to consider creditors is merely a real risk of, as opposed to a probability of or close proximity to, insolvency".  

UK: FRC publishes guidance on running effective AGMs and other general meetings

The Financial Reporting Council has, for the first time, published specific guidance on the effective running of AGMs and other general meetings by listed companies: see here (pdf). The guidance contains, in total, seven principles that are organised within four time periods: before the meeting; during the meeting; after the meeting; and engagement throughout the year. 

UK: The Financial Services and Markets Bill

The Financial Services and Markets Bill was introduced in Parliament yesterday, receiving its First Reading in the House of Commons. A copy of the Bill, as introduced, is available here (pdf). Accompanying the Bill are various publications, including explanatory notes, a delegated powers memorandum and a human rights memorandum - these can all be found here. To paint with a very broad brush, the Bill will, amongst other things, revoke retained EU law relating to financial services in order that it can be replaced with UK specific legislation. The Bill will also make changes to the objectives of the UK's financial regulators and it will also bring stablecoins within the regulatory ambit when used as a form of payment.

UK: England and Wales: prejudicial, but not unfair

A good illustration that, in order to succeed in bringing a claim for unfair prejudice, the claimant must establish both unfairness and prejudice, is provided by the recent High Court judgment Hussain v Hussain [2022] EWHC 1880 (Ch). Chief ICC Judge Briggs found that conduct agreed to be prejudicial (withdrawals in excess of declared salaries) was nevertheless not unfair because of, amongst other things, an understanding regarding the rights of the family members to draw on the profits generated by the businesses.

FSB progress report - Roadmap for addressing financial risks from climate change

The Financial Stability Board has recently published a progress report for its Roadmap for Addressing Financial Risks from Climate Change: see here (pdf). The report notes "encouraging progress" in respect of all four blocks of the Roadmap (firm-level disclosures; data; vulnerabilities analysis; and regulatory and supervisory practices and tools).

With regard to firm-level disclosures, the report describes as a "milestone" the publication of two Exposure Drafts, by the International Sustainability Standards Board, on climate (ED IFRS S2) and general sustainability-related disclosure standards (ED IFRS S1). For an overview of these two Exposure Drafts, and a summary of feedback received as at 7 July 2022, see here (pdf).

UK: FRC publishes audit quality inspection and supervision results

The Financial Reporting Council has today published its annual inspection and supervision results for the seven largest audit firms (BDO, Deloitte, EY, Grant Thornton, KPMG, Mazars and PwC): see here. Three quarters of audits have been rated good or requiring limited improvement; however, at two audit firms - Mazars and BDO - the results are described as unacceptable (half of the audits reviewed at Mazars, and five of the twelve reviewed at BDO, requiring more than limited improvement). 

UK: Secondary Capital Raising Review - report published

The UK Secondary Capital Raising Review, which launched last October, has today published its report and recommendations: see here (pdf). A summary is available here. The Financial Conduct Authority has welcomed the report: see here.

UK: England and Wales: a fiduciary relationship?

Judgment was delivered today by Mrs Justice Cockerill in Kelly v Baker and Braid [2022] EWHC 1879 (Comm). The case is interesting because of the circumstances in which the trial judge was required to consider whether fiduciary duties were owed to a shareholder (Mr Kelly) by those who had led a management buy-out (Mr Baker and Mr Braid). 

Mr Kelly argued that Mr Baker and Mr Braid (who had worked in, or for, various family companies over the years) had failed to inform him that the transaction - the sale of two family businesses for £100 million - was a management buy-out. Mr Kelly argued that he trusted Mr Baker and Mr Braid implicitly and that they were in a position of trust because of the nature of their relationship with the Kelly family. The trial judge found that no fiduciary relationship existed and observed (at para. [80]):

...there is no set of circumstances remotely akin to the quasi-familial closeness which in some of the cases has been found to exceptionally create a fiduciary relationship. Further I note that even if such a relationship of closeness had been made out that would not have created a fiduciary relationship as regards this particular transaction – here one must have in mind the dicta in such cases as Vald Nielsen (at [744]) as regards the scope of the duty."

OECD Corporate Governance Forum - July 14

The OECD held a Corporate Governance Forum yesterday.  The day provided an opportunity for many things including an update on the OECD's review of the G20/OECD Principles of Corporate Governance. The update was provided by the Chair of the OECD's Corporate Governance Committee, Mr. Masato Kanda. His contribution to the day begins, in the below recording, at the 1hr10 mark. The day's agenda and other materials can be found here.

Basel Committee: some recent publications - cryptoasset exposures; proportionality; managing and supervising climate-related financial risks

Several recent publications from The Basel Committee on Banking Supervision to note: (a) a consultation paper on the prudential treatment of banks' cryptoasset exposures; (b) some high level considerations on proportionality; and (c) principles for the effective management and supervision of climate-related financial risks (including those relating to corporate governance, internal control and risk assessment). 

Hong Kong: the recognition of foreign liquidations

Judgment was given last month in Provisional Liquidator of Global Brands Grpup Holding Ltd v Computershare Hong Kong Trustees Ltd [2022] HKCFI 1789. I note the decision here because - to my mind - it is now one of the leading Hong Kong authorities on the recognition of foreign liquidations.

Singapore: the oppression remedy - buy out orders, valuation and the discount for lack of marketability

Judgment was given earlier this month by the Court of Appeal in Kiri Industries Ltd v Senda International Capital Ltd and another and other appeals and other matters [2022] SGCA(I) 5. The decision is an important one because of the guidance it provides, when valuing shares that are the subject of a buy-out order under the oppression remedy (section 216 of Companies Act (Cap 50)), about the appropriateness of a discount to reflect the lack of control (DLOC) or the lack of marketability (DLOM). The court observed (para. [241], emphasis in the original): 

The approach to the application of a DLOM in the making of a buyout order under s 216(2) of the Companies Act has not been authoritatively determined by the courts in Singapore. The variety of cases which were cited tended to turn on their own facts or were distinguishable in one way or another without enunciating any general principle. In the view of this court, it is appropriate that courts making buyout orders and referring the question of valuation to an independent expert or experts should first determine whether it is appropriate to order a DLOC and/or a DLOM. The answers to those questions respond to a broader principle than the quantification of the discounts, which is properly within the sphere of the experts. This accords with the approach taken by the House of Lords in O’Neill v Phillips [1999] 1 WLR 1092, dealing with the valuation of shares subject to a buyout order under provisions of the Companies Act 1985 (c 6) (UK) that are analogous to s 216(2) of the Companies Act".

 

UK: The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2022

The Statutory Auditors and Third Country Auditors (Amendment) Regulations 2022 was made earlier this month and come into force on July 27: see here or here (pdf). The accompanying explanatory memorandum is available here (pdf). The Regulations will, amongst other things, grant full adequacy - for an indefinite period - to the competent authorities of the United States (the PCAOB and SEC). 

UK: FRC position paper - the transition to the new regulator and other reforms

The Financial Reporting Council has today published a position paper in which it sets out the steps it will take, in support of the Government's recently announced proposals, to reform the UK's governance and audit framework, including its transition to the Audit, Reporting and Governance Authority: see here (pdf). 

The paper proposes, amongst other things, revisions to the UK Corporate Governance Code and the guidance that supports it on (a) board effectiveness, (b) audit committees and (c) risk management, internal control and related financial and business reporting. No revisions to the UK Stewardship Code are proposed because, towards the end of 2023, a review of the regulatory framework for effective stewardship, including the Code, is planned. This review will be undertaken by the FRC, FCA, Department for Work and Pensions and the Pensions Regulator.

UK: FRC publishes research exploring impact of the revised Stewardship Code

The Financial Reporting Council has today published commissioned research which set out to explore the impact of the revised UK Stewardship Code: see here (pdf). The research concludes that there has been a positive impact on the practice and reporting of asset managers and owners. For a short overview of the research findings, see here. 

Mongolia: Revised Code published by the Financial Regulatory Commission

A new edition of the Mongolian corporate governance code has recently been published by the Financial Regulatory Commission: see here.

Germany: New Code takes effect following Federal Gazette publication

The new edition of the German Corporate Governance Code, released earlier this year by DCGK, has now come into force following its publication yesterday in the Federal Gazette. A copy of the Code, in English, is available here; a copy in German is available here.

UK: PACAC inquiry - the role of NEDs in Government departments

The House of Commons Public Administration and Constitutional Affairs Committee has this week launched an inquiry to examine the role and regulation of non-executive directors in Government departments. As part of the inquiry, the Committee will consider NEDs' influence, responsibilities and background; how NEDs are appointed and held accountable will also be considered. For further information, see the inquiry website or the call for evidence.

UK: England and Wales: corporate criminal liability - options for reform published by Law Commission

The Law Commission for England and Wales has today published a paper setting out options for reform in respect of the criminal liabliity of companies. The paper does not make recommendations but provides, instead, ten potential reforms.  These reforms include (a) permitting conduct to be attributed to a company if a member of its senior management engaged in, consented to, or connived in the offence; (b) introducing an offence of failure to prevent fraud by an employee or agent; and (c) introducing a reporting requirement requiring large corporations to report on anti-fraud procedures. Some potential reforms have been ruled out, including adopting models of attribution based on corporate culture or the principle of respondeat superior. 

For further information, see: press release | full options paper (pdf) | summary of options paper (pdf). 

 

UK: HM Treasury policy statement - the finance sector and critical third parties

HM Treasury has published a policy paper setting out, in general terms, its proposals to bring within the regulatory remit of the financial regulators certain third parties providing key functions and services to the finance sector (e.g., cloud-based computing services): see here. To quote directly from the policy paper (para. 1.6):

Under this proposal, HM Treasury will – in consultation with the financial regulators and other bodies – be able to designate certain third parties which provide services to firms as ‘critical’. The financial regulators will then be able to make rules, gather information, and take enforcement action, in respect of certain services that critical third parties provide to firms of particular relevance to the regulators’ objectives (which the regulators refer to as ‘material’ services)."

UK: England and Wales: common law derivative claims

The ICLR has published a summary for the recently reported decision McGaughey v Universities Superannuation Scheme Ltd [2022] EWHC 1233 (Ch): see here. To quote directly from the summary:

"In order to establish that they had standing or a sufficient interest to continue a claim, it was essential for derivative claimants to demonstrate both that the subject company had suffered a loss and that that loss was reflective of their own loss. The availability of an alternative independent claim against the wrongdoer, for example a breach of trust claim, did not prevent the derivative claimant from having standing. A derivative claimant relying on the fraud on a minority exception to the general rule had to establish a prima facie case that the defendants had committed a deliberate or dishonest breach of duty or that they had improperly benefitted themselves at the company’s expense. It did not provide much assistance to adopt the analysis of a fraud on a power".

European Union: political agreement reached - gender balance on listed company boards

The European Parliament and Council have reached agreement in respect of a Directive, proposed many years ago, the aim of which is to increase the gender balance on the boards of listed companies: see here. Member States will have two years to implement the Directive following its publication in the Official Journal.

UK: Takeover Panel consultation - 'acting in concert' and companies

The Takeover Panel has published for consultation proposed changes to the Takeover Code concerning the presumptions within the definition of 'acting in concert': see here (pdf). The current definition - presumption 1, applicable to companies - contains a threshold of 20%. The Panel proposes that this should become 30% (aligning it with the threshold contained in the Code's definition of 'control') and that it would operatly differently depending on whether there is voting control or equity investment (equity investment would normally dilute through a chain of ownership; voting control would not dilute).

UK: Treasury consultation - the failure of systemic digital settlement asset (including stablecoin) firms

Her Majesty's Treasury has published for consultation proposals to amend the Financial Market Infrastructure Special Administration Regime to deal with the failure of systemic digital settlement asset (including stablecoin) firms: see here.

UK: Government confirms proposals for audit and governance reform

The Department for Business, Energy and Industrial Strategy today published its response, and proposals, following last year's white paper consultation Restoring Trust in Audit and Corporate Governance: see here (pdf). The accompanying press release is available here.    

The Financial Reporting Council - set to become the Audit, Reporting and Governance Authority (ARGA) with new powers through legislation under the Government's plans - has welcomed the Government's proposals although its chief executive, Sir Jon Thompson, described as a "missed opportunity" the decision not to introduce a statutory version of the Sarbanes-Oxley internal control statement: see here. Instead, the Government will invite the FRC/ARGA to include such a statement in the UK Corporate Governance Code as part of a review of its internal control principles and provisions.

Dramatic changes to the auditing profession now seem most unlikely, the Government having decided against seeking to establish, at this stage, a new corporate auditing framework or a new professional body for auditing. Instead, ARGA is to be invited to work with the existing professonal bodies to improve auditor education and continuing professional development.

Other proposals include giving ARGA the power to set new minimum requirements for audit committees.  It will also be given the power to investigate and sanction certain breaches of reporting and auditing responsibilities by directors of public interest entities.

UK: NHS England consults on revised Code of Governance for NHS provider trusts

NHS England has published for consultation an updated edition of its Code of Governance for NHS provider trusts: see here. The Code will apply to NHS foundation trusts and, for the first time, NHS trusts, the consultation noting that "[d]espite their different constitutions, there are overarching principles of corporate governance that apply to both" (para. 2.6). The Code, as with the UK Corporate Governance Code, contains principles and provisions and operates on the basis of 'comply or explain'.

UK: FCA sets out plans for single segment listing regime

The Financial Conduct Authority has published a discussion paper, as part of its Primary Markets Effectiveness Review, in which it seeks views on reforms to the listing regime: see here (pdf). The FCA is proposing to introduce a single segment regime for commercial companies. Under this regime, companies would be subject to the same eligibility criteria and mandatory continuing obligations, but there would be the option to adopt supplementary obligations. 

Under the FCA's proposal, the mandatory continuing obligations would include, amongst other things, the UK Corporate Governance Code and its 'comply or explain' approach. The current controlling shareholder regime would, however, become supplementary.

India: Company Law Committee report published by MCA

The Ministry of Corporate Affairs published, last month, a report by the Company Law Committee in which wide-ranging reforms were proposed: see here. The Committee has recommended, amongst other things, that the Companies Act 2013 is amended to (a) provide the Central Government with the power to require certain companies to be subject to joint audit; (b) recognise Special Purpose Acquisition Companies (SPACs); and (c) give Central Government the power to prescribe Rules to provide for greater use of electronic communication and the format (physical, electronic, hybrid) of shareholder meetings.

UK: England and Wales: Court of Appeal considers application of section 168(5) of the Insolvency Act 1986

Earlier this month the Court of Appeal gave judgment in Re Edengate Homes (Butley Hall) Ltd [2022] EWCA Civ 626. The case is of interest because of the discussion it contains concerning the application of section 168(5) of the Insolvency Act 1986. This provision provides that where "any person is aggrieved by an act or decision of the liquidator, that person may apply to the court; and the court may confirm, reverse or modify the act or decision complained of; and make such order in the case as it thinks just." Males LJ, with whom Stuart-Smith and Aplin LJJ agreed, stated (at para. [36]): 

It is not sufficient that an applicant for relief under section 168(5) is a creditor of the insolvent company. It must in addition have a legitimate interest in the relief sought. Where the application is to set aside a disposal of property by the liquidator, including the assignment of a claim, an applicant will have a legitimate interest if it is acting in the interests of creditors generally. Typically that will be the case when the effect of the relief sought will be to maximise the assets of the estate. But an applicant will not have standing if the relief sought is contrary to the interests of the creditors as a class, as it will be where that will result in a lesser recovery."

The case reached the Court of Appeal because, it seems, the trial judge was of the view that the case law authorities were inconsistent. This view was rejected by the Court of Appeal, with Males LJ observing: "the principles are clear and have been consistently applied" (para. [37]).

FATF publishes updated Recommendations

The Financial Action Task Force has recently updated its International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation (the FATF Recommendations): see here. The update relates to Recommendation 24 on the transparency and beneficial ownership of legal persons: see here for further information.

UK: England and Wales: multiple derivative claims

A very quick post to say: I see that permission to continue various claims has been refused by Mr Justice Leech in McGaughey & Anor v Universities Superannuation Scheme Ltd & Anor [2022] EWHC 1233 (Ch). Some claims were found not to be multiple derivative claims, as the claimants argued they were, while in respect of another - alleged breaches of directors' duties where directors continued to invest in fossil fuels without an immediate plan to divest contrary to the company's long-term interests - the judge held that the claimants lacked a sufficient interest or standing.

UK: FRC publishes updated International Standards on Auditing

The Financial Reporting Council has today published 29 updated International Standards on Auditing (UK): see here.

UK: England and Wales: on the definition of 'persons discharging managerial responsibility'

The catching-up (also known as "101 ways to avoid marking, number 42") continues with a post to note that the ICLR has published a summary of the High Court decision Allianz Global Investors GmbH v G4S Ltd [2022] EWHC 1081 (Ch): see [2022] WLR(D) 206. The case concerned an issuer's liability under section 90A of the Financial Services and Markets Act 2000 for untrue or misleading statements. Such liability arises only if a 'person discharging managerial responsibilities' within the issuer knew that the statement was untrue or misleading, or was reckless as to whether this was so. The court held (to quote the summary):

The definition in paragraph 8(5) of Schedule 10A of “persons discharging managerial responsibility” was clear and unambiguous and should be given its natural reading. Read as a whole, it clearly stipulated that where an issuer had directors the persons discharging managerial responsibility were the directors (including persons occupying the position of director, by whatever name) and only in a case where there were no directors could a senior executive of the issuer have such responsibility". 

UK: England and Wales: unfair prejudice petitions - long delays and acquiescence

The circumstances in which a shareholder's petition under section 994 of the Companies Act 2006 - the unfair prejudice remedy - will be dismissed on the grounds of delay, or acquiescence by the petitioner, have recently been considered by the Court of Appeal in Bailey v Cherry Hill Skip Hire Ltd [2022] EWCA Civ 531. Noting that there was no statutory period of limitation applicable to unfair prejudice petition, and with regard to the issue of delay, Lady Justice Andrews (with whom Snowden and Lewison LJJ agreed) observed (emphasis in the original): 

.... there is a distinction to be drawn between a shareholder who knows he has been excluded from active involvement in the company's affairs and fails to complain about that for many years, and a passive shareholder who knows he is not getting the company's accounts or an invitation to the AGM and is not receiving dividends and does nothing about any of those matters, but then discovers years later that money or corporate opportunities have been diverted from the company for the benefit of its directors ... The distinction lies in the fact that in the absence of evidence to the contrary, a shareholder is entitled to assume that the company is being managed properly by its directors in accordance with their fiduciary and statutory duties, and that its constitution has been followed" (para. [46]). 

 

UK: England and Wales: the director's duty to promote the success of the company

In IBM United Kingdom Ltd v Lzlabs GmbH [2022] EWHC 884 (TCC), Mr Justice Eyre has explored the circumstances in which the director's duty to promote the success of the company, under section 172 of the Companies Act 2006, will be broken where the director causes the company to breach a contract or other legal obligation. Drawing heavily on Antuzis & Ors v DJ Houghton Catching Services Ltd & Ors [2019] EWHC 843 (QB), [2019] WLR(D) 254, his Lordship observed (at para. [36]): 

... not every instance of causing a company to breach a contract or a legal obligation will involve a director in a breach of the section 172 duties ... The key will be whether the director was properly acting to promote the success of the company taking account of the matters to which he or she is required by section 172 to have regard. In that exercise it will be necessary to consider the circumstances as a whole. Those will include the motivation of the director and the nature of the duties said to be broken but in addition the nature of the obligations being broken by the company and the consequences of the company's breach can be relevant to the question of whether the director can properly have been said to have been acting in the interests of the company."

 

Germany: DCGK publishes new edition of Code following consultation

The German Corporate Governance Commission, DCGK, has concluded its consultation on proposed changes to the German Corporate Governance Code.The new Code was published last week and submitted to the Federal Ministry of Justice. It takes effect when published in the Federal Gazette. A copy of the Code, in German, is available here. A copy in English is expected soon.

UK: HPC analysis of FTSE350 pay ratios

The High Pay Centre has today published analysis of median CEO/median employee pay ratios in the FTSE350. In 2020/21, the ratio was 44:1, down from 53:1 in 2019/20. The report notes, however, that the 69 companies reporting in the first quarter of 2022 had a ratio of 63:1 - up from 34:1 in 2021. For further information see here.

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).

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).

The Monitoring Group's members include the IOSCO, Basel Committee on Banking Supervision, European Commission, Financial Stability Board, IAIS, IFIAR and World Bank.

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.

UK: Independent Panel on Ring-fencing and Proprietary Trading - final report published

The Independent Panel on Ring-fencing and Proprietary Trading has published its final report: see here (pdf). Various recommendations are made, including that the scope of the ring-fencing regime should be changed to include firms only where there is a clear financial stability benefit.