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This week’s edition of Corporate highlights includes the latest updates on Brexit; news of corporategovernance reviews carried out by the QCA, PERG and the EHRC; details of the ongoing scrutiny of the accounting and audit sectors, including the recommendations of the Kingman review and the CMA audit market study; and the findings of the FRC’s industry inquiry into compliance with MAR. We also look at two cases: Morris v Swanton Care & Community Ltd on an agreement to agree in a share purchase agreement and Re MDNX Group Holdings Ltd on the partial approval of a cross-border merger.
Accounts and reports; audit
Private M&A (share purchase)
Public company takeovers
Financial services regulation for corporate lawyers
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On 12 December 2018, HM Treasury published the draft Official Listing of Securities, Prospectus and Transparency (Amendment) (EU Exit) Regulations 2019 to add to the explanatory informationpublished on the Regulations on 21 November 2018.
It is proposed that the Regulations will address certain deficiencies in retained EU law relating to the Prospectus Directive and the Transparency Directive that arise from Brexit, whether or not a deal is entered into. The FCA Handbook and related rules will be amended to reflect the changes made by the Regulations.
For further information, see: LNB News 22/11/2018 113 and Practice Note: The effect of Brexit on UK company law.
Re the UK Withdrawal from the European Union (Legal Continuity) (Scotland) Bill—Reference by the Attorney General and the Advocate General for Scotland  UKSC 64,  All ER (D) 58 (Dec)was
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