Search for:
Author

James Thompson

Browsing
James Thompson has been a partner in Baker McKenzie’s Corporate Finance group in London since January 2016. Prior to this, he worked with two other multinational law firms and was based predominantly in London, but also variously in Sydney, New York and Singapore. James also worked in-house as a consultant to Barclays Bank PLC, sitting within the Principal M&A Legal team for six months. James’ practice comprises a mix of EMEA equities capital markets, international mergers and acquisitions (both public and private) and general corporate advisory work. He has extensive experience in the FIG space and is active in a number of other sectors including Energy, Resources & Infrastructure, and Food & Beverage/FMCG across a range of developed and developing markets.

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.