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Corporate Governance

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The Stock Exchange of Hong Kong Limited has amended its Listing Rules, including the Corporate Governance Code, to enhance the corporate governance framework and promote good governance among issuers. The amendments follow a consultation period and the conclusions drawn in the published Consultation Conclusions.

On 4 January 2022, the new UK foreign investment review regime under the National Security and Investment Act came into force, completing the overhaul of the UK’s foreign investment rules and commencing operation of a standalone foreign investment screening regime for the first time in the UK.

In March 2021, the EU approved new reporting rules in a directive known as DAC7. The directive will require the operators of online platforms for the sale of goods and certain services, to collect, verify and share data on their sellers and their transactions concluded on the online platform. EU member states have until 31 December 2022 to implement DAC7 into national law. Certain platform operators will become a reporting platform and will need to start collecting and verifying data points in compliance with the DAC7 reporting requirements. The collected data points must be reported to the tax authorities of the relevant EU member state annually.

Shelter-in-place or stay-at-home orders have been prevalent throughout the United States since March 2020 as state and local governments have sought to protect their citizens from the spread of the COVID-19 virus while at the same time reopen their economies in accordance with phased reopening plans. Georgia extended their state-wide orders and/or the duration of the current phase of their reopening plans. While Maryland, Massachusetts, New York, Ohio, Vermont and West Virginia. have eased restrictions, mask requirements and/or advanced to the next phase of their reopening plan.

The 2021 edition of Duties and Liabilities of Directors of Australian Companies from Baker McKenzie is a timely guide for directors of Australian companies, setting out pivotal issues for directors to consider in the current evolving corporate governance environment. Matters covered in the guide include common law and statutory duties, delegation, financial reporting, continuous disclosure, financial assistance, directors’ insurance and indemnities and other topical issues including climate change, whistleblower protections and anti-bribery and corruption.

Key developments reflected in this week’s update include extension of state-wide orders and/or the duration of the current phase of their reopening plans for Colorado, Iowa, Kentucky, Michigan and South Carolina. While California, Hawaii, Kentucky, Massachusetts, Michigan, Minnesota, New Jersey, New Mexico, New York, Oklahoma, Utah and Washington eased restrictions and/or advanced to the next phase of their reopening plan.

Consumer and employee activism and political pressure at both the global and national levels were combining to force ESG (Environmental, Social and Governance) issues to the top of the board’s and management’s agenda. Having a clear corporate purpose was becoming essential. On 15 April 2021, partners from across Baker McKenzie recrded a webinar on ESG and Litigation Risks, as part of the Demystifying ESG Webinar Series.

The 2021 edition of Duties and Liabilities of Directors of Australian Companies from Baker McKenzie is a timely guide for directors of Australian companies, setting out pivotal issues for directors to consider in the current evolving corporate governance environment. Matters covered in the guide include common law and statutory duties, delegation, financial reporting, continuous disclosure, financial assistance, directors’ insurance and indemnities and other topical issues including climate change, whistleblower protections and anti-bribery and corruption.