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.
17 April 2012
College of Law bought by owner of waste management firm
17 April 2012
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.
The judgment in Euroption Strategic Fund Ltd v Skandinaviska Enskilda Banken is here and there is a short useful discussion in this Slaughter and May note (at paragraph 27.1.).
17 April 2012
Seed Enterprise Investment Scheme: Summary
A clear explanation of the new SEIS from Mills & Reeve.
17 April 2012
Healthcare Locums: Founder “tried to get directors to alter accounts”
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
16 April 2012
Former head of McKinsey and Goldman Sachs director faces more insider dealer charges
More allegations against Rajat Gupta about his dealings with Raj Rajaratnam. The trial starts on 21 May.
16 April 2012
Dealing with a market abuse action: Einhorn case broker has “more than 20 offers”
Andrew Osborne, the broker at the centre of the David Einhorn / Greenlight Capital market abuse affair, is considering several offers to return to the City, according to the Evening Standard.
Meanwhile, Ian Hannam – charged with market abuse by the FSA – has set up his own website.
16 April 2012
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.
See also: Amending the prospectus regime: Joint Treasury / FSA consultation paper
UPDATE 6 June 2012: Amending the prospectus regime: HM Treasury and FSA response to their consultation on UK implementation of the Amending Directive
16 April 2012
ESMA updates Q&As on the Transparency Directive
And endorses the Q&As previously issued by the CESR. Document here.
16 April 2012
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.
UPDATE 25 June 2012: Defra to require quoted companies to report on greenhouse gas emissions in annual report
16 April 2012
ESMA publishes draft technical standards on the new short selling and credit default swaps regulation
16 April 2012
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.
16 April 2012
The JOBS Act: Relaxation of rules for IPOs and private placings, and encouraging crowdfunding
The US JOBS Act (Jumpstart our Business Startups Act) has been signed into law. See this summary by Shearman & Sterling.
The SEC’s JOBS Act guidance is here.
16 April 2012
Metrics used in executive director incentive schemes: EPS, ROE and ROCE
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.
16 April 2012
Drafting of earn-out clauses: Porton Capital v 3M
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.
13 April 2012
FSA letter to CLLS Regulatory Law Committee regarding cleansing statements
Following the Einhorn market abuse case here. Clarifies that not all failed fundraisings will require a cleansing statement to the market.
10 April 2012
February 2011: Series A round raises $7 million. April 2012: Sold for $1billion
One of the most successful VC investments in history
5 April 2012
The future of narrative reporting: Government response and next steps
Broad support for division of annual report into two parts: a Strategic Report and an Annual Director’s Statement
3 April 2012
FSA to try and fine Chairman of Capital Markets at JP Morgan Cazenove for market abuse
Ian Hannam is by far the most senior banker to be charged with market abuse
3 April 2012
The JOBS Act: Helping start-ups and crowdfunding, or jeopardising investor protections?
US “Jumpstart Our Business Startups Act” about to be signed into law
2 April 2012
Accounting regulator publishes interesting paper!
The Auditing Practices Board on what auditors can learn from scepticism in ancient Greece, fourteenth century manor houses and the Companies Acts of the nineteenth century
