UK: DBEIS publishes FRC Direction in respect of audit regulatory tasks

A copy of the Direction issued to the Financial Reporting Council in June, in respect of the delegation of audit regulatory tasks under regulation 3 the Statutory Auditors and Third Country Auditors Regulations 2016, was published today by the Department for Business, Energy and Industrial Strategy today: see here (pdf).

UK: defining the characteristics of mutual deferred shares

HM Treasury has published a consultation paper seeking views on the characteristics of mutual deferred shares, for the purpose of Regulations to be created under section 1 of the Mutuals’ Deferred Shares Act 2015: see here (pdf).

UK: Scotland: corporate groups and implied terms

Lord Malcolm, sitting in the Court of Session (Outer House), delivered his opinion in Fisher v Applied Drilling Technology International Ltd [2016] CSOH 108 last month. At issue was whether the company, ADTI, was in breach of an implied term in Mr Fisher's contract of employment concerning the making of enhanced redundancy payments. It was said that such a term arose through custom and practice within a group of companies. The company sought to have the action dismissed on the grounds that the pleadings did not set out a relevant and sufficiently specific case. Lord Malcolm refused to dismiss the action.

Of interest, albeit at this early stage in the case, is the fact that Lord Malcolm refused to uphold the submission that Mr Fisher was bound to fail in his claim that senior executives of the parent company, acting on behalf of other companies in the group, had given undertakings in respect of the enhanced payments.

UK: PRA consults on system risk buffer policy statement

The Prudential Regulation Authority has published a consultation paper in which it sets out a proposed statement of policy in respect of the approach to be taken in the implementation of the systemic risk buffer: see here (pdf). The paper relates specifically to ring-fenced bodies and certain large building societies.

UK: Takeover Panel publishes annual report for 2015/16

The Takeover Panel has recently published its annual report for 2015/16: see here (pdf). The report notes that M&A activities in the period were similar to those seen in the preceding year. The report also contains information about Panel activities during the year, including work that is not made public.  It is noted, for example, that the Panel Executive issued two letters of private censure and 26 educational/warning letters. The Executive also granted 59 'whitewash' dispensations from the obligation to make a mandatory offer under Rule 9 of the Takeover Code following an issue of new shares.