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This week’s edition of Corporate highlights includes the latest updates on Brexit, ESMA’s first Q&As on the Prospectus Regulation and a BEIS report on the gap between chief executive pay and the rest of the workforce.
Equity capital markets
Public company takeovers
Additional Corporate updates this week
Additional news—daily and weekly news alerts
New and updated content
Dates for your diary
SI 2019/632: This enactment was made in exercise of legislative powers under the European Communities Act 1972 (ECA 1972) and the European Union (Withdrawal) Act 2018 (EU(W)A 2018) in preparation for Brexit. This enactment amends and revokes provisions of UK primary and subordinate legislation in relation to financial services and markets in order to address deficiencies arising from the withdrawal of the UK from the EU, ensuring that the UK’s financial services legislative framework continues to operate effectively where the UK leaves the EU. It is intended to apply in the event that no deal is reached on the UK’s withdrawal from the EU and comes into force partly on 23 March 2019 and fully on exit day.
For further information, see: LNB News 01/02/2019 46.
SI 2019/628: This enactment was made in exercise of legislative powers under EU(W)A 2018 in preparation for Brexit. This enactment amends and revokes UK primary and subordinate legislation in relation to EU(W)A 2018 in order to ensure that the UK statute book accommodates retained EU law, a new body of domestic law introduced by EU(W)A 2018, coherently and effectively after the UK’s withdrawal from the EU. It comes into force partly on 22 March 2019 and fully on exit day.
For further information, see: LNB News 31/01/2019 76.
SI 2019/662: This enactment is made in exercise of legislative powers under ECA 1972, the Financial Services and Markets Act 2000, and EU(W)A 2018 in preparation for Brexit. This enactment amends UK primary and subordinate legislation in order to ensure that the regulatory regime for recognised investment exchanges, market operators (ie individuals who manage or operate the business of a regulated market, and who may be the regulated market itself), clearing houses (including central counterparties), and central securities depositories continues to be clearly defined and operable in UK domestic law after exit day in a no-deal scenario. It comes into force partly on 26 March 2019 and fully on exit day.
For further information, see: LNB News 18/01/2019 43.
SI 2019/657: This enactment is made in exercise of legislative powers under EU(W)A 2018 in preparation for Brexit. This enactment addresses deficiencies in retained EU law which arise from the UK leaving the EU, specifically in relation to EU Regulation (EU) 2016/11 and related EU tertiary legislation—namely, Commission Implementing Regulation (EU) 2016/1368 and Commission Delegated Regulation (EU) 2018/64, Commission Delegated Regulation (EU) 2018/65, Commission Delegated Regulation (EU) 2018/66 and Commission Delegated Regulation (EU) 2018/67. It comes into force on exit day.
For further information, see: LNB News 25/01/2019 25.
The European Securities and Markets Authority (ESMA) has published a new document containing nine Q&As relating to Regulation (EU) 2017/1129, Prospectus Regulation. ESMA is publishing these Q&As in a new document in order to separate them from the Q&As published in relation to the Prospectus Directive. The purpose of these Q&As is to promote common supervisory approaches and practices in the application of prospectus supervision. These Q&As are also intended to facilitate market parties by providing guidance as to how national competent authorities will interpret the Prospectus Regulation.
For further information, see: LNB News 27/03/2019 97.
The Takeover Panel published Instrument 2019/2 (the Instrument), which makes two amendments to the Takeover Code. First, following the announcement by the Financial Conduct Authority (FCA) that it will no longer be using the name ‘UK Listing Authority’ or ‘UKLA’, the Instrument amends references to the ‘UKLA’ and the ‘UKLA Rules’ so as to refer to, respectively, the ‘FCA’ and the ‘FCA Handbook’. Second, the Instrument makes minor amendments to Note 2 on Rule 9.1 (Collective shareholder action). The amendments will take effect on 1 April 2019.
For further information, see: LNB News 26/03/2019 21.
The Business, Energy and Industrial Strategy Committee (BEIS) has published a report on the differences between top bosses’ pay and the rest of their workforce. BEIS believe that companies need to do more to link bosses’ pay with their employees' pay and that the large difference in pay is ‘baked’ into the pay system. According to the report, a reliance on incentive-based executive pay, that is often supported by remuneration committees that design pay packages, is the root cause of the large executive pay packages. Over the last ten years, chief executives’ earnings in the FTSE 100 have increased four times as much as national average earnings. Alexandra Carn, partner at Edwin Coe LLP, says that ‘pay structures, particularly at the top end, are notoriously opaque and any measures that provide transparency on pay are bound to be welcomed by employees.’
For further information, see: LNB News 26/03/2019 106.
The Financial Reporting Council (FRC) has issued a consultation on its draft Plan and Budget for 2019/20, including details of the FRC’s strategic priorities and projects for 2019/20.
For further information, see: LNB News 27/03/2019 83.
Private Client analysis: Timothy Evans, barrister at Maitland Chambers, examines the High Court’s decision in Yusuf v Yusuf establishing that the affairs of a family-owned company had been carried out in a manner prejudicial to the interests of the petitioners.
For further information, see News Analysis: Court finds unfairly prejudicial conduct of affairs of family business (Yusuf v Yusuf and others).
Yusuf v Yusuf  EWHC 90 (Ch),  All ER (D) 149 (Jan).
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We have published the following Practice Note concerning the impact of Brexit: Brexit—the UK corporate governance regime.
To track key legislative and regulatory developments, see our Trackers:
Brexit legislation tracker
Markets in Financial Instruments Directive II (MiFID II) and Markets in Financial Instruments Regulation (MiFIR) timeline
Market Abuse Regulation timeline
Prospectus Regulation tracker
Transparency Directive tracker
Listing Rules tracker
Disclosure Guidance and Transparency Rules Sourcebook tracker
Prospectus Rules tracker
New Q&As added this week:
What is an affiliate or an affiliated person?
To view analysis of the latest deals in the market and the underlying transaction documents, use our Market Tracker deal analysis tool.
To read about the latest corporate announcements, see our Market Tracker weekly round-up—22 March2019.
To read about the latest issues and developments which we are following in Market Tracker, see our latest blog post: Market Tracker weekly bulletin—28 March 2019.
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