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This week’s edition of Corporate highlights includes news of the government response to the call for evidence on the proposed beneficial ownership register of overseas companies, publication of the Financial Reporting Council’s three year strategy, an inquiry into gender pay gap and executive pay in the private sector and two pieces of case analysis.
The government has released its response to the call for evidence on proposals for a register showing beneficial ownership of overseas companies and other legal entities that own UK property or participate in UK government procurement. The document sets out how the government plans to implement the register in the light of responses received and views gained through the wider consultation process. It also outlines how policy proposals have developed since April 2017. The government plans to develop legislation to create the new register publishing a draft Bill for scrutiny in summer 2018 and intends that the register will be operational in 2021.
The government proposals include that:
For further information, see LNB News 23/03/2018 57.
The Financial Reporting Council (FRC) has published its three-year strategy for 2018–2021, outlining its priorities including a comprehensive update of the UK Corporate Governance Code and Stewardship Code. The FRC aims to publish an updated code in summer 2018. Proposals include that company boards should, amongst other things, establish a company’s purpose, strategy and values and satisfy themselves that these and their culture are aligned and gather views of and listen to the workforce.
The FRC also plans to consult on a new code for larger private companies with the aim of encouraging high standards of corporate governance and reflect the impact that large privately-owned companies have on society and the economy, by promoting issues such as best practice in corporate governance and reporting arrangements.
The FRC’s priorities for the coming year also include a review of how audit should in future serve the public interest, a new system for audit firm monitoring and supervision and work to promote transparency and integrity in business. To assess the progress of its strategic priority to monitor audit quality the FRC will take account of a range of indicators including findings from the FRC’s annual audit quality reviews.
For further information, see LNB News 26/03/2018 105.
The House of Commons Business, Energy and Industrial Strategy (BEIS) Committee has launched an inquiry to look at the gender pay gap and executive pay in the private sector. The inquiry comes amid concerns about the overall level of executive pay and bonuses and as the deadline for gender-pay gap reporting is soon approaching on 4 April 2018.
Issues the Committee will examine include the compliance of businesses with reporting requirements on the gender pay gap, whether the regulations are properly capturing the salaries of staff and what measures should be taken against companies which do not comply with reporting requirements. The inquiry will also check on the implementation of the Prime Minister’s undertaking to crack down on excessive executive pay.
For further information, see LNB News 23/03/2018 82.
A company director has been fined for falsifying company information about his firms in what is thought to be the ‘first ever’ UK conviction of its kind, under laws that came into force in 2009. Kevin Brewer incorporated John Vincent Cable Services Ltd in 2013, making former business secretary Vince Cable a director and shareholder without his knowledge. Brewer later formed another company in 2016, naming directors and shareholders without their knowledge. Brewer has been ordered to pay over £12,000 for breaking section 1112 of the Companies Act 2006 which sets out the criminal offence of providing false information to the company registrar.
For further information, see LNB News 23/03/2018 32.
The government has released letters between the Department for Business, Energy and Industrial Strategy and Melrose Industries Plc, concerning Melrose’s proposed takeover of GKN plc. The correspondence includes details of certain post-offer undertakings that Melrose is intending to provide in connection with the transaction. This is only the second occasion on which post-offer undertakings have been provided by a bidder. The undertakings have been agreed with, and are legally enforceable by, the Takeover Panel.
For further information, see LNB News 28/03/2018 76.
This case is concerned with the rule against reflective loss, a principle which debars a claimant from claiming for a loss which is ‘reflective’ of the loss of a company. If the company could bring a claim to recover its loss and thereby restore the position of the claimant, then the company and not the claimant is the proper party to bring the claim. In this case, the defendant had allegedly caused the company to fail as a result of the defendant’s wrongdoing. In such a case, the judge considered it to be realistic for a claimant other than the company to bring an otherwise reflective claim on the basis that the defendant had allegedly disabled the company from bringing its own claim.
For further information, see The rule against reflective loss—its ambit and exceptions (Breeze v Chief Constable of Norfolk Constabulary).
In this case the defendant directors of the claimant company had breached their duties to exercise reasonable skill and care, and to act in good faith to promote the claimant's success. The Chancery Division further held that a solvency statement had been invalid, and the dividend declared and capital reduction made on the basis of it unlawful.
For further information, see LRH Services Ltd (in liquidation) v Trew and others.
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