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This week’s edition of Corporate highlights includes Market Tracker’s latest trend report ‘Trends in UK public M&A deals in 2017’, proposed guidance from IOSCO to address conflicts of interest in the equity capital raising process and amended rules aimed at making it easier to remove residential addresses from the companies register.
Market Tracker’s latest trend report, Trends in UK public M&A deals in 2017, provides in-depth analysis of the 90 firm and possible offer announcements made for companies subject to the Takeover Code in 2017. It includes insight into public M&A trends and what we might expect to see in 2018 and beyond.
Among other things, the report considers:
The report contains expert commentary from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn, and Adam Cain, Senior Associate at Pinsent Masons LLP.
To access the report, see Market Tracker trend report—Trends in UK public M&A deals in 2017.
You can also access all our Market Tracker Trends Reports from our Trend Reports subtopic in our Market Tracker topic area (see Trend Reports—overview) and from our blog.
The board of the International Organization of Securities Commissions (IOSCO) has proposed guidance to address conflicts of interest and associated misconduct risks that may arise during the equity capital raising process. The deadline for comments on the consultation paper on equity capital finance is 4 April 2018.
IOSCO has issued a consultation report setting out the key stages of the equity raising process where the role of intermediaries might give rise to conflicts of interest.
The guidance comprises eight measures that are grouped according to the various stages in the capital raising process. Each group of measures addresses the following specific conflicts of interest: guidance to address conflicts of interest and pressure on analysts during the formative, pre-offering phase of a capital raising, guidance to address conflicts of interest during the allocation of securities, guidance to address conflicts of interest in the pricing of securities offerings and guidance to address conflicts of interest and conduct risks stemming from personal transactions by staff employed within firms managing a securities offering.
See news story, LNB News 22/02/2018 140.
SI 2018/Draft: Restrictions on making information about individuals’ residential addresses unavailable to the public by the Registrar of Companies are removed.
The Companies (Disclosure of Address) Regulations 2009 (SI 2009/214) (the 2009 Regulations) are to be amended by The Companies (Disclosure of Address) (Amendment) Regulations 2018. The amended regulation 9 of the 2009 Regulations will provide that an individual whose usual residential address is on the register in accordance with the listed provisions (including as a director, company secretary or registrable person with significant control), can simply apply to the registrar under section 1088 of the Companies Act 2006 (CA 2006) to make that address unavailable for public inspection on the companies register, without having to demonstrate (as previously) that they have met any of the specified criteria. The amendments also remove the restriction preventing individuals from applying under CA 2006, s 1088where a usual residential address was placed on the register before 1 January 2003, but require certain details to be provided with such an application.
Regulation 13 (as amended) will provide for the registrar to make residential address information unavailable for public inspection pursuant to applications made under regulation 9. Where there remains a requirement for an applicant’s current address to remain on the register, the new rules provide that the usual residential address will be replaced with a service address. Where there is no longer any such requirement, the amendments provide that the registrar will make the address unavailable for public inspection by way of partial suppression.
Consequential amendments will be made to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 and the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 in order to effect the new provisions.
For further information, see LNB News 26/02/2018 143 (and also LNB News 22/02/2018 169).
A Bank of England (BoE) staff working paper has examined the reasons behind the large deficits which have opened up on defined benefit pension schemes in the UK since 2007, along with lower investment expenditure. The paper investigates the effects of deficits and deficit recovery plans on UK companies’ dividends, investment, wages and cash holdings.
The paper’s authors use privileged access to a unique new data set from the Pensions Regulator to consider whether UK firms have responded to deficits and having to make recovery contributions by cutting investment, dividend payout, or wages, and whether they held more cash in anticipation of having to make higher future recovery contributions.
The paper explores the relationship between growing deficits and the expenditure decisions of firms, then evaluates the macroeconomic consequences of these decisions.
For further information, see LNB News 26/02/2018 146.
The Contract (Third Party Rights) (Scotland) Act 2017 (C(TPR)(S)A 2017) has come into force. From 26 February 2018, C(TPR)(S)A 2017 provides for the enforcement of contractual terms by third parties. It reforms and replaces the Scottish common law rule of jus quaesitum tertio, and applies to contracts entered into on or after 26 February 2018.
See LNB News 26/02/2018 152.
This document contains the highlights from the past week’s news. To receive all our news stories, whether on a daily or a weekly basis, amend your personal settings within your ‘News’ tab on the homepage by clicking on either ‘Email’ or ‘RSS’ (depending on how you prefer to receive them) on the right hand side of the blue banner.
We have updated the following practice note in our Private M&A (share purchase) topic area:
We intend to publish the following updated precedent in our Equity capital markets topic area:
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