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James Thompson

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James is a Partner in the Corporate Finance Department. James joined Baker McKenzie as a Partner in January 2016 from another multinational law firm, having been predominantly based in the London office, but also having spent time in the New York and Singapore offices. He began his career in the Sydney office of a renowned law firm and has spent time as a consultant to Barclays' M&A Legal team. James is a member of TheCityUK's Capital Markets Group.
James is a public M&A practitioner, with deep blue-book experience, having acted for international bidders seeking control of Code-governed companies, for UK targets and also as cash confirmation counsel to financial advisers across the City. He has acted as international counsel for both bidders and targets involving companies listed in other European jurisdictions.
On the capital raisings side, James has been prolific over the years, acting for both issuers and underwriters on IPOs, rights issues, placings and open offers both in the UK and across EMEA. Issuers value his proactivity and commerciality and banks his depth of knowledge and practical experience of a multitude of forms of underwriting and transaction structures, as well as the UK sponsor regime. Beyond London, he has advised on equities transactions involving issuers listed in Amsterdam, Brussels, Copenhagen, Frankfurt, Johannesburg, Paris, Saudi Arabia, Stockholm, Tallinn and Warsaw.

The FRC has published the revised version of the UK Corporate Governance Code. As flagged in its policy update statement in November, the revised Code makes much more limited changes than those proposed in the FRC’s initial consultation paper from May 2023. The majority of changes will take effect for financial years beginning on or after 1 January 2025, with the exception of revised Provision 29, which will take effect a year later. The FRC has published updated guidance to sit alongside the revised Code.

The FCA has published a consultation paper (CP23/31) setting out detailed proposals for the major listing rules reforms that it proposed in May this year. It describes the reforms as “the most far-reaching reforms of the UK’s listing regime in three decades” and the paper attaches in a lengthy appendix the draft text of many of the proposed new listing rules (the first of two tranches).

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.

A wide-ranging review of the UK Listing Regime by Lord Hill was published on 3 March (click here for a copy), timed neatly to coincide with the Budget. The aim is to radically improve the competitiveness of UK as a listing venue and is part of Rishi Sunak’s Big Bang 2.0 for the City. Some of the proposed rule changes would require primary legislation by the Government and the current timeframe for that is uncertain. However, a large number of the key recommendations are aimed at the FCA and the FCA has stated that, subject to consultation feedback and FCA Board approval, it will seek to make relevant rule changes by late 2021.