AIM company director buys shares a month before possible takeover announced – and three weeks after bidder first made indicative offer
29 February 2012
Kay Review of UK Equity Markets and Long-Term Decision Making: Interim report published
Review is looking at how “investors, shareholders, regulators and the boards of UK quoted companies can best serve the long-term interests of British business and the economy”
UPDATE 23 July 2012: The final report of the Kay Review has been published today. See this post.
28 February 2012
No more virtual bids: Dragon / Bowleven show new takeover rules in action
Putting companies under siege is a thing of the past
27 February 2012
Barclays named as the bank operating “two aggressive tax avoidance schemes” that the Government will close
HM Treasury announces retrospective legislation to close “highly abusive” schemes
27 February 2012
Glasgow Rangers censured for “deliberate, negligent or reckless attitude” to the PLUS Stock Exchange Rules
Club fined £50,000 for failing to disclose that Craig Whyte had been disqualified from acting as a director for seven years
27 February 2012
FSA to approved persons: Your duty to us trumps your duty to your employer
Regulator emphasises that an approved person must “be the dog that barks”
27 February 2012
Magic Circle law firms would be in FTSE 100 if they floated
FT quotes Europa Partners study: A&O would be valued at £2.6 billion and Slaughters’ partners would make £8 million
26 February 2012
College of Law set to be bought by private equity firm
The Sunday Times says that Montagu Private Equity will pay £200 million, business and charity will be split
UPDATE 17 April 2012: The College’s sale to Montagu has been confirmed; see this post.
24 February 2012
Is “Occupy” Right?
Terry Smith, chief executive of Tullett Prebon and author of “Accounting for Growth”, on why the big banks should be split, securitisation banned and the Big Bang reversed
23 February 2012
ESMA publishes discussion paper on key concepts of the Alternative Investment Fund Managers Directive and types of AIFM
European Securities and Markets Authority will use consultation responses to develop regulatory technical standards for the AIFMD
23 February 2012
European directive adopted on the accounting and financial reporting requirements of micro-enterprises, now needs to be transposed into national law
Directive aims to ”relieve micro-enterprises from red tape”
UPDATE 24 March 2012: Following the EU’s adoption of the Directive on micro-entity reporting in February 2012, the Government has now announced that it intends to take advantage of the new EU regime and will consult on implementation in due course. See this post for details.
The Council of the EU and the European Parliament on 21 February 2012 adopted a “Directive on the annual accounts of certain types of companies as regards micro-entities“. From the Council’s press release:
“The new provisions have the potential to significantly reduce administrative bureaucracy for those companies not exceeding the limits of two of the following criteria: a balance sheet total of EUR 350 000, a net turnover of EUR 700 000 and an average of ten employees during the financial year.
The directive will allow EU member states to exempt micro-enterprises from the publication of annual accounts. This optional exemption will be compatible with national obligations to keep records showing the company’s business transactions and financial situation.”
The Directive will come into force on the twentieth day following its publication in the Official Journal and EU member states will then have to transpose the Directive into their national law.
Simpler financial reporting for the smallest businesses?
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23 February 2012
Short selling and CDS regulation adopted, will apply from 1 November 2012
Regulation introduces common EU disclosure requirements on short selling and “harmonises the powers that regulators may use in exceptional situations where there is a serious threat to financial stability”
UPDATE 20 April 2012: ESMA publishes final technical advice on delegated acts under the new short selling and credit default swaps regulation here.
UPDATE 26 March 2012: The Regulation has now been published in the Official Journal and the final text is here. The Regulation will apply from 1 November 2012, with some transitional provisions as set out in Articles 46 and 48 of the Regulation.
UPDATE 30 March 2012: ESMA has published draft regulatory and implementing technical standards for the Regulation. ESMA press release here and draft standards here.
23 February 2012
ESMA discussion paper on technical standards for the European Market Infrastructure Regulation
European Securities and Markets Authority consultation on detailed rules for the EMIR
23 February 2012
Dividend policy information may be inside information
First Q&A from ESMA on the operation of the Market Abuse Directive
23 February 2012
US lawyers attempt to sue LexisNexis and Westlaw for ripping off their work
Strking a blow for content providers everywhere…
23 February 2012
Serious Fraud Office apologises to Tchenguiz
Admits errors, blames it on being “extremely busy”…
22 February 2012
EU Venture Capital passport: state of play
“EuVECA”: Aim is for the European Council and Parliament to reach agreement by June 2012
21 February 2012
Hope he didn’t have to pay the bill as well
City high-flyer in court battle over a ‘£1.7m lunch’ - Daily Mail
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21 February 2012
Google Finance offers real-time share prices from the London Stock Exchange
Bad news for Reuters as Google disintermediates subscription-based information providers
20 February 2012
Things we don’t need: European Commission launches consultation on the future of European company law
“The Commission …wants to check the pulse of stakeholder opinion on the purpose of European company law, and on its future”
20 February 2012
That Lloyds bonus clawback – no one did anything wrong! “The Board wishes to emphasise that its decision is based entirely on the principle of “accountability” and in no way on culpability or wrong-doing by the individuals concerned.”
Technically not a clawback but a reduction in the number deferred shares to be awarded following the PPI debacle
20 February 2012
The Banking Industry: where it all went bad
Andrew Haldane, Executive Director for Financial Stability at the Bank of England, writes in the London Review of Books on the failures of financial sector governance
20 February 2012
CLLS Company Law Committee minutes for July, September, November 2011
Extracts of interest
19 February 2012
The audit committee and the board’s responsibilities to shareholders
Discussions and insights with leading audit committee members
16 February 2012
Broker fined £350,000 in Einhorn / Greenlight Capital / Punch Taverns market abuse affair – and FSA releases transcript of conference call
Full house for the FSA – David Einhorn, his hedge fund, his compliance officer, the Cazenove trading desk director and now the Merrill Lynch corporate broker have all been fined for involvement in Punch Taverns market abuse affair – as transcript of disputed conference call is released
15 February 2012
SFO to be investigated as it lectures business leaders on “tone from the top”
Attorney General launches investigation into Serious Fraud Office’s operations
15 February 2012
IBM General Counsel opposes non-lawyer ownership of law firms
As the American Bar Association considers moves to an Alternative Business Structures-type regime in the US, here is strong opposition from the General Counsel of IBM.
read more »
15 February 2012
FRC explains how to explain
“What constitutes an explanation under comply-or-explain?” - Financial Reporting Council paper
14 February 2012
The dog ate my homework: Standard Chartered takes three weeks to notify market of director’s dealing
Blames the holidays, weekends…
14 February 2012
Leading proxy advisor surprised that Mark Zuckerberg controls Facebook
US proxy advisor Institutional Shareholder Services describes Mark Zuckerberg’s total control over Facebook, its voting arrangements and its governance as “the tragedy of the dual class commons“.
See also: Facebook’s S-1 filing
Proxy advisors and the tick-box approach to corporate governance
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13 February 2012
The Prime Minister’s discussion with business angels
Transcript of David Cameron and Lord Young’s meeting with entrepreneurs and advisers
13 February 2012
The venture capital industry in the EU: European Parliament report
Discusses the current regulatory framework and public sector financing schemes
13 February 2012
EMIR: European Parliament and Council reach deal
Final agreement still needed and then the Regulation will come into force
UPDATE 30 March 2012: The European Parliament has now formally adopted the text of the European Market Infrastructure Regulation – see this post, which also summarises when EMIR will be implemented.
13 February 2012
SEC enforcement unit targets private equity firms
Valuation of investments may be focus of the US securities regulator’s inquiries
13 February 2012
19th lawyer to join Skaddens dies, headed M&A practice for 20 years
9 February 2012
Crunch time…MAC clause could be invoked on sale of Pringles
Prospective purchaser has to restate financial statements for two years, could be enough to trigger tightly-drafted material adverse change clause
9 February 2012
Facebook’s contracts with Zynga made public
Amendment to S-1 IPO filing also contains Mark Zuckerberg’s and Sheryl Sandberg’s terms of employment
9 February 2012
Fundamental overhaul of UK GAAP: “A single book that sets out clear, concise and cost-effective accounting requirements”
Proposals from the ASB on the future of Financial Reporting Standards
8 February 2012
Employee ownership of companies: Government initiative, City lawyer appointed
City law firm partner appointed to advise BIS on encouraging employee-owned companies
6 February 2012
Q&As on professional standards for the private equity industry
EVCA Code of Conduct for General Partners and Limited Partners
