Gibraltar: Draft Companies Bill published

A command paper containing a draft Bill to revise, reform and consolidate Gibraltar's companies legislation into a new Companies Act was presented to Parliament earlier this week: see here (pdf). There is a short explanatory memorandum at the end of the paper. Comments on the Bill are invited by 17 January 2014.

Sweden: Corporate Governance Board seeks views on code

Earlier this year the Swedish Corporate Governance Board invited views from listed companies in respect of its Corporate Governance Code: see here (pdf). The deadline for submitting comments has been extended to 15 December 2013. Views were sought from companies in part because the Board's finding, outlined in it annual report, that improvements were needed in the quality of governance disclosures: see here (pdf). The Board initially planned to state whether reform of the Code was needed at a symposium scheduled for yesterday; the symposium will now take place on 10 February 2014.

UK: England and Wales: Solicitors' duty of care required disclosure to remuneration committee chair

The ICLR has provided a summary for the recent Court of Appeal decision Newcastle International Airport Ltd v Eversheds LLP [2013] EWCA Civ 1514: see here. The headnote reads: "Where solicitors were retained by a company to draft new contracts between the company and its executive directors the solicitors breached their duty of care to the company by simply carrying out instructions given by the directors on behalf of the company".

In the circumstances of the case, the court held that the solicitors' duty of care required them to give express, separate advice to the chair of the company's remuneration committee regarding the nature and effect of the changes made in the contracts. In his judgment, Lord Justice Rimer stated (paras. [80] and [81]):

I readily accept that in a conventional case in which a company authorises one of its executives to instruct a solicitor in relation to a company matter, being one in which the executive has no personal interest conflicting with that of the company but can simply be regarded as a human organ of the company, there will ordinarily be no need for the solicitors to give advice as to the matter the subject of their instruction to anyone other than the executive. Advice to him will stand as advice to the company. That, however, was manifestly not this case".

Ireland: Corporate law - reviews and recommendations

The Committee of Public Accounts, in its interim report on the stabilisation measures adopted in respect of the banking crisis, has called for a review of of the framework governing the investigation of directors suspected of wrong-doing, arguing that streamlining is required. The Committee has also called for a review, to be undertaken (it is suggested) by the Law Reform Commission, of the enforcement mechanisms available against individuals.

It is worth noting that the Law Reform Commission, in its recently published law reform programme, has included a project titled 'Corporate offences and regulatory enforcement', the purpose of which will be to consider whether the range of existing corporate offences are sufficient, including whether an offence of reckless trading should be enacted. The regulatory and enforcement powers of the Central Bank of Ireland will also be considered.

UK: Investor Forum to start operating next year

One of the recommendations made last year by Professor John Kay, in his report on UK equity markets and long-term decision making, was the creation of an investor forum. The forum was seen as one way to address the disincentives to engagement by asset managers with investee companies that arise from fragmented shareholdings. Today's Financial Times newspaper reports that the forum will start operating in June next year: see here.

Update (3 Dec 2013) - further information about the Forum was published today in a report by the Collective Engagement Working Group: see here (pdf). Further background information is available here.