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Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

Legal Developments Worldwide

Articles contributed by Speechly Bircham

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Annual reports and annual general meetings

March 2011 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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With the Summer annual general meeting (AGM) season now on the horizon, many company secretaries and general counsel will be considering the preparation for their AGMs and the publication of their annual reports. ‚Ä©

In recent years there have been a great number of changes to the requirements for annual reports and those for AGMs, mostly brought in by the Companies Act 2006 (the 2006 Act), but also changes driven by the guidance from shareholder bodies such as the Association of British Insurers (ABI) and the National Association of Pension Funds (NAPF). European legislation has also been a factor, with the Shareholder’s Rights Directive coming into force in 2009, as well as the increased focus on corporate governance that has trickled down to all companies from the initial scrutiny of financial institutions after the recent global financial crisis.


After years of change, things are beginning to settle. However, this article sets out some new developments and important practice points to watch out for in 2011.‚Ä©

Changes to the Prospectus Directive

March 2011 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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Following a lengthy review and consultation process by the European Commission, the Prospectus Directive (Directive 2003/71/EC) (PD) has been amended after Directive 2010/73/EU (the Directive) came into force on 31 December 2010.‚Ä©

Issuing a full prospectus under the PD is a long, complex and expensive process. The objectives of the Directive are to reduce some of the obligations under the PD that the Commission has identified as being excessively burdensome on companies, to introduce a new proportionate (ie reduced) disclosure regime, and to make it easier for smaller companies to raise equity finance.‚Ä©

This article aims to take stock of the current regime under the PD and to highlight the significant changes to be introduced by the Directive, which member states must implement by 1 July 2012.‚Ä©

Takeover Code consultation: response statement

December 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 21 October 2010, the Code Committee of the Takeover Panel issued the response statement to its Public Consultation Paper (PCP 2010/2), ‚ÄėReview of Certain Aspects of the Regulation of Takeover bids‚Äô, which was published on 1 June 2010. The consultation was the culmination of a process started by the Code Committee of the Takeover Panel at the beginning of 2010 in response to public and press comments on issues relating to the operation of the Takeover Code in the Kraft Foods Inc takeover bid for Cadbury plc. At the time, suggestions for changes to the Takeover Code were also made in speeches by the then Secretary of State for Business, Innovation and Skills, Lord Mandelson, on 1 March 2010, and by the then Financial Services Secretary, Lord Myners, on 8 March.

Issuer liability for inaccurate statements

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 (the 2010 Regulations) apply to information first published on or after 1 October 2010. ‚Ä©

National storage mechanism

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 1 September 2010 the National Storage Mechanism (NSM) replaced the Financial Services Authority (FSA)’s Document Viewing Facility (DVF). The NSM, located at www.hemscott.com/nsm.do, is the official mechanism for the storage of regulated information in the UK. All information required to be disclosed under the Listing Rules, Disclosure and Transparency Rules, and the Prospectus Rules is included in the NSM.


The NSM does not replace the existing Regulatory Information Service (RIS) regime, but complements it by automatically storing announcements made through regulatory feeds, as well as information that was previously published on the DVF. It allows free online access and enables users to search, view and print the information. It is more accessible than the DVF, which required either attendance in person at the FSA’s offices or an online subscription service.


Update on the AIFMD Directive

November 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The ALTERNATIVE INVESTMENT FUND Managers Directive (aifmd) continued its progress towards becoming law after separate versions were adopted by the European Parliament’s Committee on Economic and Monetary Affairs (ECON) on 17 May 2010, and by the Council of the EU’s Economic and Financial Affairs Council (ECOFIN) the following day.


The AIFMD increases the regulation of managers of alternative investment funds (AIF), the definition of which will include all non-Undertakings for Collective Investment in Transferable Securities funds, not just hedge funds and private equity funds.1 These proposals, once implemented, will affect AIF managers (AIFMs) and their service providers, and will include new conduct of business and disclosure requirements, as well as higher capital adequacy requirements, and will introduce formal remuneration policies.‚Ä©

Since the publication of the initial draft of the AIFMD by the European Commission on 29 April 2009, there have been several ‚Äėcompromise texts‚Äô published by Sweden, Spain and Belgium as part of their respective Presidencies of the Council of the EU. The compromise text provides the basis for the ECOFIN position. ‚Ä©

The European Parliament appointed rapporteur Jean-Paul Gauzès to prepare its own version of the AIFMD. Gauzès published his report in November 2009 and 1,669 amendments were tabled for consideration by ECON, which resulted in the draft adopted by ECON.


The ECON and ECOFIN drafts are now being discussed in ‚Äėtrialogues‚Äô, which are three-way discussions between the European Commission, ECOFIN and ECON, to agree a final text. A reconciled version of the AIFMD was expected to have been adopted by the European Parliament in July 2010, but, at the time of writing, was likely to be enacted in November.‚Ä©

Bribery Act 2010 and operational issues for businesses

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Bribery Act 2010 (the 2010 Act) is due to come into force in April 2011. The potential commercial impact of the 2010 Act is something that many organisations will have to face and businesses should start their preparations for putting in place appropriate compliance systems.‚Ä©

NYSE Euronext London: a new London market

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 13 July 2010, NYSE Euronext London opened for business as a new London listing venue for shares and depositary receipts, and is operated by LIFFE Administration and Management. NYSE Euronext announced that the new primary market is intended to attract international issuers looking to list shares or depositary receipts on the Official List of the UK Listing Authority (UKLA). It is designed to capture international business from the London Stock Exchange (LSE) (and AIM).

Out in the cold

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Takeover Panel has recently handed down only the second cold-shoulder sanction in its history to activist investor Brian Myerson and two associates.

Myerson and his associates were found to have breached the Takeover Code by acting in concert in acquiring shares in Principle Capital Investment Trust (PCIT), and then presenting ‚Äėa false picture‚Äô to the panel to conceal the breach. Additionally, Daniel Posen, one of the associates, was found guilty of attempting to conceal the source of his funds.

Standard listing: the jury’s still out?

October 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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While there has not been the rush that some commentators anticipated of UK companies to standard listings on the London Stock Exchange (LSE)’s main market (there has been barely a trickle), there continues to be interest and speculation about whether this market will take off. This article considers whether there is a role in UK equity capital markets for standard listings in the future.

New EU safe harbour rules on vertical agreements

July 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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On 23 April 2010 the EU Commission adopted a new block exemption regulation on the application of EU competition rules to vertical agreements (the Regulation).

In certain circumstances, the Regulation allows suppliers in distribution and other vertical agreements to impose exclusivity and non-competition obligations, and a ban on active selling, on their distributors or purchasers, which would normally be in breach of Article 101(1) of the Treaty on the Functioning of the EU. Agreements outside of the Regulation are not automatically void but must be assessed under the EU competition rules to determine whether they merit exemption.

UK bank faces £28m fine for breach of competition law

July 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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In a salutary warning to companies not to share pricing or other competitively sensitive information with competitors, the Office of Trading (OFT) recently imposed a fine of over £28m for breaching competition law on a leading UK bank.

Under Chapter 1 of the Competition Act 1998 (the 1998 Act), it is a serious offence for competitors to exchange information about their prices, discounts, terms of trade, or the rate and dates of any changes to them. Companies guilty of such conduct can be subject to substantial fines and may be sued for damages by third parties that have suffered loss as a result of their unlawful practices.

The Office of Fair Trading smokes out unlawful pricing

July 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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After a gruelling seven-year competition probe, the Office of Fair Trading (OFT) has finally imposed fines of £225m for the fixing of resale prices of tobacco products in the UK on several leading tobacco manufacturers and retailers.

Ofcom tackled over broadcasting rights

July 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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the British Sky Broadcasting Group (Sky) and the Football Association Premier League (the Premier League) look set to challenge an order by Ofcom, the UK communications regulator, for Sky to reduce the price at which it sells premium sports content to its broadcasting rivals. The dispute arises from Sky’s exclusive rights to certain sports broadcasts, which it purchased from organisations such as the Premier League. Ofcom brought the order under the Communications Act 2003 (the 2003 Act) to ensure fair competition in the provision of broadcasting content. The dispute provides guidance as to how competition regulators will use their powers under the Competition Act 1998 (the 1998 Act) to regulate margin squeeze situations.

CRC Energy Efficiency Scheme: issues for corporate lawyers

July 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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The Carbon reduction commitment Energy Efficiency Scheme (the CRC) became effective on 1 April 2010. A full review of this has already been included in IHL179. However, the CRC will have important consequences that need to be considered by corporate lawyers and, in particular, in relation to corporate transactions, such as M&A and private equity investments, as well as restructuring and group reorganisations. This article will provide a brief overview of the CRC, and consider some of the corporate issues and how these can be addressed in corporate transactions. ‚Ä©

All change for the new financial year

May 2010 - Corporate & Commercial. Legal Developments by Speechly Bircham.

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With the AGM season in full swing, this article takes stock of rule changes that public companies have been dealing with when presenting their accounts and holding their AGMs. Before looking at the changes it is worth remembering that the legal and governance regimes do not apply in their entirety to all companies.