Comparision between ESMA’s technical advice and the Commission’s draft implementing regulation, produced by the Alternative Investment Management Association. Press release here and analysis document here.
Alternative Investment Fund Managers Directive: analysis of differences between ESMA’s technical advice and the Commission’s implementing regulation
Euroption Strategic Fund v Skandinaviska Enskilda Banken: No duty of care on bank when closing out a client’s positions for non-payment of margin
The High Court has confirmed that a bank, in closing out a client’s position as it was contractually entitled to do following the client’s failure to meet margin calls, had no tortious duty of care to close out the portfolio competently and with reasonable care. (On the facts, nor was there an equivalent contractual duty.) The bank did have a duty to act honestly, in good faith and not arbitrarily, capriciously, perversely or irrationally.
A clear explanation of the new SEIS from Mills & Reeve.
We have been following Healthcare Locums plc, the AIM company which turned into an accounting debacle – see “How to make your accounts look better and have to restate them” and “Healthcare Locums fiasco: US hedge funds to sue company and three former directors“.
Founder Kate Bleasdale is now taking the company to an employment tribunal, where the accounting allegations against her are being run through in detail, as the Daily Telegraph reports.
UPDATE 25 June 2012: All of Ms. Bleasdale’s claims at the employment tribunal failed
Prospectus Regulation: European Commission publishes draft delegated regulation under the Amending Directive
The European Commission on 30 March 2012 published a draft delegated regulation to amend the Prospectus Regulation. The draft delegated regulation is here. In the Commission’s words, it amends “Regulation (EC) No 809/2004 as regards the format and the content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements.”
The delegated regulation is made under the Amending Directive (2010/73/EU), which requires that the Prospectus Regulation be amended through a delegated regulation.
In the Commission’s words, this “delegated Regulation has not yet entered into force. It is subject to the right of the European Parliament and of the Council to express objections, in accordance with Article 290 (2) of the Treaty on the Functioning of the European Union and Article 24c of the amended Prospectus Directive”. Subject to that, it is expected that the delegated regulation will come into force on 1 July 2012.
The Commission’s webpage on the Prospectus Directive is here.
And endorses the Q&As previously issued by the CESR. Document here.
Defra report on why no “greenhouse gas” reporting regulations have been under section 416(4) of the Companies Act 2006
The regulations were required by section 85 of the Climate Change Act 2008. Defra’s report is here.
The EU’s proposed financial transaction tax: Report from House of Lords EU Sub-Committee on Financial and Economic Affairs
Here. Unsurprisingly, the peers are opposed to the proposed FTT.
Article by Steve Johnson in FTfm on 16 April 2012 on the measures used to calculate executive director bonuses. Discusses earnings per share, return on equity, return on capital.
Here is a good analysis by Clayton Utz of the High Court’s November 2011 decision in Porton Capital v 3M. The court had to decide the meaning of a purchaser’s obligations in an earn-out provision to “diligently” seek regulatory approval for a new product and to “actively” market that product. The Clayton Utz article also discusses how damages for breach of the earn-out were calculated.
Following the Einhorn market abuse case here. Clarifies that not all failed fundraisings will require a cleansing statement to the market.
One of the most successful VC investments in history
Broad support for division of annual report into two parts: a Strategic Report and an Annual Director’s Statement
Ian Hannam is by far the most senior banker to be charged with market abuse
US “Jumpstart Our Business Startups Act” about to be signed into law