Corporate weekly highlights—2 November 2017

Corporate weekly highlights—2 November 2017

This week’s edition of Corporate highlights includes FCA reforms to ensure primary market effectiveness, ESMA priorities for preparing and auditing financial statements, and ISS proposals with regard to virtual/hybrid shareholder meetings. New content includes the publication of a new private equity buyout transaction toolkit, a new limited partnership agreement precedent and updates to our short form SPA precedents.

Equity Capital Markets

FCA announces reforms to ensure UK primary markets remain effective

The Financial Conduct Authority (FCA) has published a package of measures (namely feedback statement FS17/3, policy statement PS17/22 and policy statement PS17/23) designed to ensure that the UK’s primary capital markets remain effective.

Feedback statement FS17/3 provides an overview of the feedback received in response to FCA discussion paper DP17/2. It identifies three areas that the FCA thinks merit further exploration and stakeholder engagement, including the relative positioning of standard versus premium listing, the provision of patient capital to companies that require long-term investment and retail access to debt markets. The FCA will publish proposals for consultation on these areas where appropriate in due course.

Policy statement PS17/22 makes a number of enhancements to the Listing Regime including clarifying the eligibility requirements for a premium listing, introducing a new concessionary route to premium listing for some property companies, updating how premium listed issuers may classify transactions and changing the FCA’s approach to the suspension of listing for reverse takeovers. These proposals received overwhelming support from market participants. These rule changes come into force on 1 January 2018.

Following consultation paper CP 17/5, which consulted on changes to improve the range, timeliness and quality of information available to investors during the IPO process, policy statement PS17/23 sets out final rules which seek to ensure that, before any connected research is released, a prospectus or registration document is published and providers of unconnected research have access to the issuer’s management. The policy statement also sets out new guidance to address the underlying conflicts of interest arising when analysts within prospective syndicate

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