Here. Excerpt:
read more »
17 June 2013
“UK and the EU: A mutually beneficial relationship”: a TheCityUK report
14 June 2013
Accounting Directives: Proposed Directive adopted by European Parliament, now goes to Council for approval
Which is expected to be forthcoming without further comment. The Commission has published these FAQs on this proposed directive which will repeal and replace the Fourth and Seventh Company Law Directives:
Financial reporting obligations for limited liability companies (Accounting Directive) – frequently asked questions, published 12 June 2013.
New disclosure requirements for the extractive industry and loggers of primary forests in the Accounting (and Transparency) Directives (Country by Country Reporting) – frequently asked questions, published 12 June 2013.
10 June 2013
AIFMD: Davis Polk on the impact on non-EU managers of non-EU funds
Good note, with useful overview of general purpose of AIFMD. Discusses asset stripping provisions.
29 May 2013
“Directors’ Duties and Liabilities” across the EU: LSE study
The London School of Economics for the European Commission has produced a 427 page study on “Directors’ Duties and Liabilities” across the EU for the European Commission.
“The European Commission has not, to date, considered directors’ liability issues in a comprehensive way. It is the purpose of this study to provide the relevant information in a comprehensive manner, in order to support to European Commission to consider its future policy in this area. To this end, the analysis spans from national laws and case law to corporate practice in respect of companies’directors duties in all 27 EU Member States and Croatia.
The overarching goal is to provide for a better understanding of certain important drivers of directors’ behaviour. This study shows the extent to which the content and extent of duties and the corresponding liabilities, as well as the understanding of the persons to whom they are owed, fluctuate over the life of a company, i.e. during the “normal” phase of operation, and in the so called “twilight zone”, i.e. shortly before insolvency. The study is mainly a stocktaking one. However, its comparative analysis also identifies similarities and differences between national regimes and identifies relevant cross-border implications.”
12 May 2013
Reporting: European Commission proposed directive on disclosure of non-financial and diversity information
On 16 April 2013 the European Commission published a proposed directive on the disclosure of non-financial and diversity information by large companies and groups.
The Commission’s page on the proposed directive is here; press release here; FAQs here; and draft directive text here.
From the FAQs:
“This proposed Directive would amend the Accounting Directives (Fourth and Seventh Accounting Directives on Annual and Consolidated Accounts, 78/660/EEC and 83/349/EEC, respectively). The objective is to increase EU companies’ transparency and performance on environmental and social matters, and, therefore, to contribute effectively to long-term economic growth and employment.
Companies concerned will be required to disclose in their annual reports relevant and material information on policies, results and risks concerning environmental aspects, social and employee-related matters, respect for human rights, anti-corruption and bribery issues, and diversity on the boards of directors.”
12 May 2013
BVCA page on the AIFMD
Here. Includes “a high level summary of what you need to know about the AIFMD”.
15 March 2013
AIFMD: HM Treasury publishes further consultation
On 14 March 2013 HM Treasury published a further consultation on the transposition of the AIFMD into UK law (here is our post on the January 2013 Treasury consultation).
The consultation document is here; the accompanying press release is here; and the draft regulations published alongside the consultation (“The Alternative Investment Fund Managers Regulations 2013″) are here.
From the press release:
read more »
12 March 2013
European Parliament approves proposal for an EU-wide venture capital passport
The European Parliament today approved the Commission’s draft regulation for an EU-wide venture capital passport. The Commission’s response welcoming the Parliament’s approval is here. Excerpt:
“Next steps: After the vote in the European Parliament, the Council is expected to adopt both Regulations on 21 March. Both Regulations will then enter into force 20 days after their publication in the Official Journal of the European Union which is estimated to be before the summer.”
The Commission’s page on the proposed passport is here.
More on the VC passport here.
7 March 2013
Shorttracker website from Castellain Capital
This useful site, shorttracker.co.uk, tracks all short positions notified to the FSA under the Short Selling Regulation.
4 March 2013
“Micro entity” financial reporting: Government consults on how to implement the new EU regime
On 27 February 2013 the Department of Business, Innovation and Skills published a consultation document on “Simpler financial reporting for micro-entities: the UK’s proposal to implement the ‘Micros Directive’ consultation“.
The consultation follows the EU’s adoption in February 2012 of a “Directive on the annual accounts of certain types of companies as regards micro-entities - on which, see this post.
From the executive summary of the BIS consultation:
read more »
26 February 2013
The Government has stopped gold-plating EU laws, says the Department of Business
Department of Business, Innovation and Skills announcement yesterday:
“In the past, Whitehall departments added additional burdens to EU laws – including rules on energy efficient buildings, and health and safety at work – which imposed extra costs and restrictions on business.
But new figures assessing the impact of a government regime introduced in 2011 to prevent gold plating show that from July 2011 to December 2012, there has been almost no gold-plating of EU legislation.
read more »
19 February 2013
ESMA publishes final guidelines on “sound remuneration policies” under the AIFMD
Here, published on 11 February 2013.
19 February 2013
EU financial transaction tax: Commission proposal to be adopted under enhanced cooperation procedure
On 14 February 2013 the European Commission announced the details of the financial transaction tax (FTT) that it proposes is adopted by the enhanced cooperation procedure.
The Commission’s press release is here; a set of Q&As is here; and the proposal itself is here. The FTT will be raised on an “issuance principle”, so will apply to shares of companies incorporated in the nine participating EU countries if those shares are traded on London, irrespective of the fact that the UK is not participating in (and opposes) the FTT.
Summary from the NYT here.
Next steps (from the Q&As): “Today’s proposal foresees the FTT for the 11 Member States entering into effect on 1 January 2014. Obviously, it depends on the Council reaching agreement on the proposal in time to respect this proposed implementation date. The European Parliament and the European Economic and Social Committee and National Parliaments will also be consulted, and national transposition would then be needed.”
19 February 2013
Proxy advisors: ESMA recommends EU code of conduct
Following its March 2o12 consultation on the proxy advisor industry, the European Securities and Markets Authority has today proposed the creation of a “Code of Conduct” for proxy advisors.
ESMA’s recommendation is here and its final report in the proxy advisor industry is here.
From the recommendation:
read more »
28 January 2013
Financial Transaction Tax: latest position for 11 proceeding EU member states
First use of enhanced cooperation procedure in area of taxation. Council of the European Union press release, 22 January 2013:
read more »
21 January 2013
BVCA publication: European Venture Capital: Myths and Facts
Published today. From the abstract:
“We examine the determinants of successful exits in European venture capital transactions and compare them to US transactions. Using survival analysis, we show that for both regions the probability of exit via an initial public offering (IPO) has gone down significantly over the last decade, while the time to IPO has gone up – in contrast, the probability of exit via trade sales and the average time to trade sales do not change much over time. Contrary to perceived wisdom, there is no difference in the success rates of European and US deals from the same vintage year with respect to IPO exits, while Europe has about an eight percentage point lower probability of exit via trade sales than the US. Venture success has the same determinants in both Europe and US, with more experienced entrepreneurs and venture capitalists being associated with higher probabilities of exit. The fact that repeat or ‘serial’ entrepreneurs are less common in Europe and that European VCs lag US VCs in terms of experience explains the remaining difference in performance. Finally, and contrary to perceived wisdom, we find no evidence of a stigma of failure for entrepreneurs in Europe.”
11 January 2013
AIFMD: HM Treasury consults on key policy decisions
HM Treasury today announced a consultation on “key policy decisions” for the transposition of the Alternative Investment Fund Managers Directive into UK law. The consultation document is here. From the press release:
read more »
9 January 2013
“Reigniting the entrepreneurial spirit in Europe”: The Commission’s proposed measures on finance, digital business and business transfers in its “Entrepreneurship Action Plan”
The European Commission today published its “Entrepreneurship Action Plan” aimed at – in the Commission’s words – ”reigniting the entrepreneurial spirit in Europe”. The full Plan is here and the press release here.
The braod areas addressed by the Plan are:
- Entrepreneurial education and training to support growth and business creation.
- Creating an entrepreneurial environment:
- Access to finance
- Digital business
- Transfer of businesses
- Bankruptcy procedures
- Regulatory burden reduction
- Role models and reaching out to different groups.
All quotations below are taken from the full Plan document.
Access to finance – a new EU capital market for SMEs:
read more »
4 January 2013
AIFMD: ESMA consults on guidelines on key concepts, and on draft regulatory technical standards on types of AIFMs
The European Securities and Markets Authority launched two AIFMD-related consultations on 19 December 2012:
Consultation on guidelines on key concepts of the AIFMD.- Consultation on draft regulatory technical standards on types of AIFMs.
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
4 January 2013
EMIR: European Commission adopts technical standards
3 January 2013
ecoDa / IoD study on European corporate governance codes and the comply or explain principle
Here.
2 January 2013
AIFMD: European Commission adopts Delegated Regulation
The Commission adopted the Delegated Regulation supplementing the Alternative Investment Fund Managers Directive on 19 December 2012. The Delegated Regulation can be read here.
From the press release:
“The AIFMD is part of the Union’s response to the financial crisis, and aims to create a comprehensive and effective regulatory and supervisory environment for alternative investment fund managers in Europe. The Delegated Regulation is a precondition for the application of the AIFMD in EU countries and was adopted to supplement certain elements of the AIFMD. These rules concern the:
- conditions and procedure for the determination and authorisation of AIFMs, including the capital requirements applicable to AIFMs;
- operating conditions for AIFMs, including rules on remuneration, conflicts of interest, risk management, liquidity management, investment in securitisation positions, organisational requirements, rules on valuation;
- conditions for delegation;
- rules on depositaries, including the depositary’s tasks and liability;
- reporting requirements and leverage calculation;
- rules for cooperation arrangements.
The Delegated Regulation adopted today is subject to a three-month scrutiny period by the European Parliament and the Council and will enter into force, provided that neither co-legislator objects, at the end of this period and the day following publication in the Official Journal.”
UPDATE 11 January 2013: Here is Nabarro on the implications of the Delegated Regulation.
See also: FSA consultation paper on implementing the AIFMD into UK law
14 December 2012
EU Venture Capital Funds regulation: political agreement reached
Details here.
“For the Regulations to enter into force, the formal approval by the Council and the European Parliament is still needed. It is expected that the decision by the Council will follow the plenary vote in the European Parliament in early 2013.”
See also: A venture capital passport: European Commission proposal
13 December 2012
European Commission announces 16 point “Action Plan” on company law and corporate governance
The European Commission yesterday set out an “Action Plan: European company law and corporate governance“. The accompanying press release is here and a set of FAQs is here.
Below are the 16 measures contained in the plan; the “precise scope” of the different actions – i.e. whether each will relate to all companies or only to companies listed on regulated markets – will, in the Commission’s words, “be assessed at a later date”.
read more »
28 November 2012
A Common European Sales Law? Government doesn’t think much of that idea
The Government published its response on 13 November 2012 to the European Commission’s proposed Regulation for a Common European Sales Law. From the response:
read more »
28 November 2012
EVCA launches Handbook of Professional Standards
The European Private Equity and Venture Capital Association launched its “Handbook of Professional Standards” on 15 November 2012. A press release is here and the Handbook can be accessed here.
read more »
14 November 2012
Women on boards: EU publishes draft directive on “improving the gender balance” among companies listed on regulated markets; sets 2020 target for 40% of NEDs to be women
The European Commission has today published a draft directive on “improving the gender balance among non-executive directors of companies listed on stock exchanges and related measures”. The headline proposal is the setting of an objective for a 40% presence of women among non-executive directors of companies listed on EU regulated markets, to be met by 2020.
This is a target, not a mandatory quota. The directive does encourage an element of positive discrimination in favour of appointing women if all other criteria for the position are met equally by candidates; see the extract from the directive below.
The Commission’s press release is here. The Justice Commission’s press release is here. A set of Q&As on the proposed directive is here. The draft directive is here.
From the draft directive:
read more »
14 November 2012
FSA consultation paper on implementing the AIFMD into UK law
The Financial Services Authority has today published the first of two consultation papers on transposing the requirements of the Alternative Investment Fund Managers Directive into UK law. The FSA’s press release is here and the CP is here.
From the press release:
read more »
12 November 2012
NYSE Euronext’s “Entrepreneurial Exchange”: state of play
A press release here from NYSE Euronext dated 30 October 2012 on its plans for a new SME market, offering both EU regulated and exchange-regulated markets, and a discussion of the plans in the Financial Times here.
See also: NYSE Euronext launches website dedicated to Europe’s “regulatory revolution in financial services”
6 November 2012
European Banking Union: House of Commons Library standard note
The House of Commons Library has published a note giving an overview of the European Commission’s proposals for a European banking union, which can be downloaded here.
2 November 2012
EU Short Selling Regulation: FSA Handbook changes and Policy Statement
On 1 November 2012 the Financial Services Authority issued a Policy Statement ”summarising the responses to our consultation on the proposed changes to the Handbook we need to make to comply with the EU Short Selling Regulation (SSR) from 1 November 2012, as well as our policies regarding the exercise of the discretions the SSR gives us”, and also published the changes to the FSA Handbook necessary to give effect to the SSR.
The Policy Statement and Handbook changes can be read here. A useful full note on the SSR by White & Case is here (pdf).
See also: The new short selling regime that will apply from 1 November 2012
23 October 2012
Women on boards: gender directive discussion at European Commission postponed until November
The discussion scheduled for today at the European Commission around the Justice Commissioner’s proposed gender directive on mandatory quotas for women on boards has been postponed until later in 2012, as a Commission spokesman explained on Twitter:
“olivier bailly@ECspokesOlivie #womenonboards. #EC agrees today on need to address gender balance. More time to reach an ambitious consensus. Will return to this 14 Nov”
More detail from EurActive here.
See also: “Golden skirts”: FT reports that the EU will propose mandatory quotas for women on boards
23 October 2012
10 EU member states get approval to proceed with financial transactions tax
The European Commission today gave 10 EU member states the green light to go ahead with the introduction of a financial transactions tax through the enhanced cooperation procedure. The countries are Germany, France, Austria, Belgium, Portugal, Slovenia, Greece, Italy, Span and Slovakia.
The Commission’s press release is here and a set of Q&As are here.
