4 January 2013
The Court of Appeal in a judgment delivered on 26 October 2012 has confirmed the primacy of the corporate law principles on piercing the corporate veil, over family law principles on entitlement to assets. The majority decision relies heavily on Salomon v A Salomon.
Times Law Report here. Excerpt:
“The separate corporate identity of a company was a fact of legal life which all courts were required to recognise and respect, whatever jurisdiction they were exercising. It was not open to a court, simply because it regarded it as just and convenient, to disregard such separate identity and to appropriate the assets of a company in satisfaction either of the monetary claims of its corporator’s creditors or of the monetary ancillary relief claims of its corporator’s spouse.”
See also: Piercing the corporate veil: VTB Capital v Nutritek International
Posted in Regulators |
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4 January 2013
A concert party exists, aggregate voting interests of the party must be reduced to less than 30% by disposal, and pending disposal voting rights must be restricted to 29.9% of all rights exercisable.
Panel Executive ruling of 19 December 2012 here.
Posted in Takeovers |
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4 January 2013
The European Securities and Markets Authority launched two AIFMD-related consultations on 19 December 2012:
From the press release:
“The European Securities and Markets Authority (ESMA) has launched a consultation on Guidelines on key concepts of the Alternative Investment Fund Managers Directive (AIFMD). The Directive provides the legal framework for both alternative investment funds (AIFs) and their managers (AIFMs).
ESMA’s draft guidelines are aimed at clarifying the rules applicable to hedge funds, private equity and real estate funds. These proposals help to clarify what entities fall under the remit of the AIFMD, thereby creating a level-playing-field by providing for consistent application of the provisions throughout the EU. In order to achieve this, the guidelines set out the criteria for what is considered to be:
• a collective investment undertaking;
• capital raising;
• defined investment policy; and
• the number of necessary investors.
The draft Guidelines will contribute to the creation of a level playing field in the area of AIFs.
Draft Technical Standards on Types of AIFMs
ESMA has also issued a consultation on Draft regulatory technical standards on types of AIFMs, which are aimed at ensuring the uniform application of the AIFMD across the EU. These standards distinguish between managers of AIFs whose investors have the right to redeem their shares at least annually (open-ended AIFs), and those whose investors have less frequent redemption rights.
Both papers follow an earlier discussion paper published by ESMA in February. For some of the issues covered in that paper, which are not addressed in the consultations published today, ESMA will take into account the Commission’s Level 2 implementing measures before deciding on the appropriate next steps.
The closing date for responses to these consultations is 1 February 2013. The Guidelines and Technical Standards will be finalised in the first half of 2013.”
See also: AIFMD: European Commission adopts Delegated Regulation
Posted in Consultations, Europe, Financial services and market conduct, Private equity, Regulators |
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4 January 2013
The Commission on 19 December 2012 adopted nine regulatory and implementing technical standards to complement the obligations defined under the Regulation on OTC derivatives, central counterparties (CCPs) and trade.
The technical standards are here.
More EMIR here.
Posted in Europe, Financial services and market conduct |
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4 January 2013
The Financial Reporting Council published on 19 December 2012 its annual report monitoring developments in corporate governance. The report is here and the accompanying press release is here.
From the press release:
“The Stewardship Code has been a catalyst for greater engagement between companies and their shareholders in 2012. Introduced in 2010, there are now over 250 signatories to the Code, including most major institutional investors.
This is one of the conclusions in the Financial Reporting Council’s annual report on its monitoring of developments in corporate governance, published today.
The FRC also found strong take-up by companies of the recommendations introduced to the UK Corporate Governance Code in 2010. Ninety-six per cent of FTSE 350 companies now put all directors up for re-election every year, and the majority of those companies will have the effectiveness of their board independently reviewed at least every three years. Overall compliance with the Code among listed companies of all sizes remains high.”
From the Introduction to the report:
read more »
Posted in Corporate governance, Equity capital markets, Regulators |
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