The FRC has published a consultation paper proposing changes to the UK Corporate Governance Code. The changes are partly in response to the Government’s May 2022 response white paper “Restoring trust in audit and corporate governance: government response” and, unlike the wide-ranging changes in 2018, are technical rather than structural. The deadline for responses is Wednesday 13 September 2023 and the intention is for the revised Code to apply to financial years starting on or after 1 January 2025.
The FCA has published a consultation paper (CP23/10) proposing major changes to the listing rules. The deadline for responses is Wednesday, 28 June 2023 and the FCA expects to publish a further consultation “in the autumn” which will include the proposed revised listing rules in full (the current consultation discusses the changes proposed but not specific drafting). The proposals relate to the rules as they apply to listings of equity shares in commercial companies, with no material changes currently proposed to the rules as they apply to non-equity securities nor the majority of other standard listed instruments (e.g., depositary receipts).
The Takeover Panel has published a consultation paper (PCP 2022/2) setting out proposed changes to the definition of “acting on concert” in the Code. The changes, which are highly complex and technical in nature, are in part a codification of existing Panel practice. There are, however, are some important adjustments that, given the potentially significant consequences of being considered to be “acting in concert” (e.g. setting a floor price for an offer and/or triggering a mandatory bid obligation), it will be important for offer participants and their advisers to familiarise themselves with.
Baker McKenzie’s TMT Looking Ahead 2022 five-part series explores key themes, offers timely insights, and lays out recommendations for technology, media and telecommunication companies looking to navigate the latest industry developments. Topics covered include tech regulation and compliance, tech M&A, interactive entertainment, 5G and TMT as the driver of change.
On 1 July, HM Treasury published a consultation that takes forward three key recommendations from Lord Hill’s UK Listings Review (click here for further information on that Review). It sets out how the Government proposes to: (i) review and potentially replace the prospectus regime that the UK has inherited from the EU; (ii) give the Financial Conduct Authority (FCA) new rule making responsibilities that will allow it to incorporate a replacement prospectus regime into its handbook; and (iii) amend the prospectus liability regime so that there are fewer barriers to the inclusion of more forward-looking information in prospectuses.