A NOTEPAD ON COMPANY AND FINANCIAL LAW, NEWS AND REGULATION
The SFO has not yet charged a company under the Bribery Act 2010
The Serious Fraud Office is promoting its “SFO Confidential” whistleblowing facility, which it describes as a service “for those who want to give information about serious or complex fraud or corruption on the understanding that their identity will not be inappropriately disclosed”:
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European Commission proposes amendments to the Transparency Directive
On 25 October 2011 the European Commission published draft amendments to the Transparency Directive (TD). The TD – which was implemented in the United Kingdom in 2007 through the Transparency Rules of the FSA Handbook and amendments to the Financial Services and Markets Act 2000 – is the underlying European legislation that drives:
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Pensions Regulator has “widened its investigations” into pre-pack administrations
In September 2011 we reported on the attention that the Pensions Regulator is paying to the acquisition of Brintons by the Carlyle Group, which saw Carlyle acquire the senior debt of Brintons freed of its pension liabilities – and to the similar situations at Polestar and Silentnight.
The Daily Telegraph reports today that the Pensions Regulator is:
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Sunday Telegraph reports that the Takeover Panel will consult early next year on extending the Code’s remit to all AIM companies
The Sunday Telegraph reports today that the Takeover Panel is to consider amending the Takeover Code so that it applies to all companies admitted to trading on the AIM market. At the moment, AIM companies are only subject to the Code – and so their shareholders are only receive the protections that the Code offers – if their place of central management and control (see section 3(a)(ii) of the Introduction to the Code) is in the United Kingdom.
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LawVest will be an Alternative Business Structure providing legal services for small and medium-sized businesses
DLA Piper yesterday announced that it has become a minority shareholder in LawVest Ltd, which describes itself as “a holding company set up to exploit the significant opportunities that are being created by the structural, regulatory and commercial changes occuring in the legal market”.
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City of London Corporation and TheCityUK report highlights success of the Warsaw junior market
An interesting report by the University of Strathclyde for the City of London Corporation and TheCityUK published this month looks at trends in initial public offerings by small and medium-sized enterprises in the EU, and compares the European experience to SME IPOs in the United States and greater China. The report can be read here. Key conclusions include:
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Rajat Gupta surrenders to FBI in aftermath of Raj Rajaratnam’s 11 year sentence for insider trading
If he is found guilty, Mr Gupta’s would be the most prominent conviction for insider trading in recent history - he headed up McKinsey and was a director of Goldman Sachs. Truly a high priest of finance capitalism.
We covered the Raj Rajaratnam conviction in this post.
More background on Mr Gupta here.
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Latest edition of British Private Equity and Venture Capital Association’s occasional publication
The Autumn 2011 edition of the BVCA’s Briefing can be read here and includes articles on:
We discussed the BVCA’s recently published guide to responsible investing in this post.
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CBI ideas to “unlock growth in the UK’s medium-sized businesses”
The Confederation of British Industry today published its report “Future champions” (the Report), containing proposals designed to help the growth of medium-sized businesses (MSBs). The Report published ahead of – and designed to influence – the Chancellor’s Autumn Statement on 29 November 2011.
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European Commission publishes Regulation to replace the Market Abuse Directive and proposes Directive on criminal sanctions for market abuse
Competition Competition opens public inquiry and will conduct comprehensive investigation of the Big Four auditors
Aim is to refocus and streamline the corporate governance and reporting regulator
Senior regulator emphasises directors’ duty to act for benefit of the company’s members as a whole
Private equity trade body aims to “increase awareness of the responsible investment factors to consider throughout the investment life cycle”
Decision in Ford v The Financial Services Authority is relevant where a company and its directors are being advised in litigation by the same law firm
The accounting watchdog’s new forum for companies and investors to “come together to develop solutions to today’s reporting needs”
EU-wide sales law would exist as an option alongside existing national laws and is vigorously opposed by the UK
Raj Rajaratnam, former head of the Galleon hedge fund, receives 11 year sentence.
Annual report content requirements are in the hands of legislators and regulators, not companies
Bankers and lawyers come to terms with the Blackberry outage.
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Cranfield University School of Management measures progress towards gender diversity on listed company boards
Executive Director of ESMA sets out the regulator’s focus of work
Changes triggered by ease of reducing share capital under Companies Act 2006
Corporate governance watchdog urges companies to apply the intended changes to the Code with immediate effect
Removes information about shareholders and shareholdings from annual return requirements for companies subject to DTR 5
Zaki and Zeid v Credit Suisse: Bank breached statutory duty of suitability of advice, but claimant would have done what he did anyway
More small companies and subsidiaries would be taken out of the mandatory audit requirement; and switching from IFRS to GAAP would be made easier
ABS reform goes live today; non-lawyers can own and invest in law firms
Towers v Premier Waste Management Limited emphasises the strict nature of the duties that a director owes his company
Will still have to maintain their own register of certain types of charges
Rubenstein v HSBC: What constitutes advice, and foreseeability of loss
UPDATE 25 September 2012: The Court of Appeal has overturned the first instance decision discussed below. The Court of Appeal found that the loss suffered by Mr Rubenstein was reasonably foreseeable; he had expressly stated that he wanted to avoid any risk of loss of capital, but the product sold by HSBC (the AIG bond) was a product on which capital could be lost through market movements. So the loss was of a type that was in the reasonable contemplation of the parties and, contrary to the first instance decision, not too remote.
In short: HSBC were advising Mr Rubenstein; their instruction was that there was to be no risk to the capital invested; it was reasonable foreseeable that there could be capital loss on the AIG bond; so HSBC were in breach of duty and negligent in their advice. More discussion of the Court of Appeal decision in this Taylor Wessing note. And a good summary from Littleton Chambers here.
