Corporate weekly highlights—8 June 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 8 June 2017, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: Lexis®PSL Corporate and Market Tracker’s research examining LR/AIM Rules transactions for the period 1 January 2017 to 30 April 2017; the Law Society and City of London Law Society’s response to the FCA’s consultation paper on information availability in the UK equity IPO process; ESMA’s ITS regarding market abuse; a new climate risk partnership between LAPFF and the 50/50 Climate Project; a study by Deloitte relating to board diversity; and analysis on trends in prosecuting health and safety offences. 

Headlines (News updates & analysis)

Market Tracker

LR/AIM Rules transactions–1 January to 30 April 2017

Lexis®PSL Corporate and Market Tracker has conducted research examining LR/AIM Rules transactions for the period 1 January 2017 to 30 April 2017.

The scope of the data analysed includes all Class 1 transactions on the Main Market of the LSE, all related party transactions on the Main Market with a deal value of £100 million and above, and all substantial transactions and related party transactions on AIM with a deal value of £10 million and above.

We reviewed a total of 32 transactions that were subject to either the UKLA Listing Rules or the AIM Rules (collectively, the Rules). Of these there were 8 Class 1 transactions and 24 related party transactions (7 for Main Market companies, 17 for AIM companies). Below is a summary and analysis of the 32 transactions.

For details see News Analysis: LR/AIM Rules transactions–1 January to 30 April 2017.

Equity capital markets

Law Society opinions on information availability in equity IPO process

The Law Society and City of London Law Society have published their response to the Financial Conduct Authority's (FCA) consultation paper ‘Reforming the availability of information in the UK equity IPO process’ (CP 17/5).

CP 17/5, published in March 2017, was driven by the FCA’s concerns that the prospectus is not being made available to investors sufficiently early in an IPO process for it to play its proper role in informing their investment decisions, and that instead, over-reliance is being placed on research published by ‘connected brokers’.

Both bodies agree that connected research should keep playing a part in the UK initial public offering (IPO) process, and that the definition of ‘unconnected analyst’ as set out in Appendix 1 of CP 17/5 should be redrafted.

For details see news, LNB News 05/06/2017 125.

ESMA issues ITS regarding market abuse

Implementing Technical Standards (ITS) issued by the European Securities and Markets Authority (ESMA) have clarified how national competent authorities (NCAs) should co-operate with each other under the Market Abuse Regulation. Increasing market integration requires smooth co-operation between NCAs in order to track down abusive behaviour. Therefore, ESMA’s ITS set out procedures and forms for NCAs on how to exchange information and assist each other where necessary.

ESMA has sent its ITS for endorsement to the European Commission, which has three months to endorse them. Once fully implemented, ESMA expects these ITS will contribute to delivering a regulatory rule-book for securities markets.

For details see news, LNB News 01/06/2017 122.

Reporting practices

New climate risk partnership between LAPFF and 50/50 Climate Project

The Local Authority Pension Fund Forum (LAPFF) has announced a partnership with the 50/50 Climate Project with the aim of increasing its engagement with companies on climate risk and its potential impact on shareholder value.

The 50/50 Climate Project engages the 50 largest public companies with systematically significant carbon footprints. By entering into this partnership, LAPFF aims to draw on the project’s experience, bolster its efforts to ensure climate competent boards and enable increased collective investor action advocating better climate strategies and decision-making.

For details see news, LNB News 06/06/2017 75.

Board diversity

Companies with female CEO have twice as many women on boards

Deloitte has found that companies with a female CEO or board chair have nearly double the number of women on the board (29%) as those led by men (15%). While the 15% figure is an increase from the 12% reported in a 2015 report, Deloitte said this shows women are still largely under represented on corporate boards, despite continued efforts to improve inclusion and boardroom gender diversity.

For details see news, LNB News 07/06/2017 37.

Relevant updates from other practice areas

Corporate Crime

Trends in prosecuting health and safety offences

In this analysis, Simon Antrobus and Alice Jarratt, barristers at Crown Office Chambers, look at a recent decision from the Crown Prosecution Service (CPS) in London and explore the circumstances in which public bodies will prosecute an individual for health and safety offences.

For details see News Analysis: Trends in prosecuting health and safety offences.

Dates for your diary

Date Subjects covered
9 June 2017 The Shareholders' Rights Directive will enter into force. The Directive looks at corporate governance in relation to the behaviour of companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisors. Member states will have up to two years to incorporate the new provisions into domestic law. For further information, see LNB News 20/05/2017 1.
23 June 2017 Deadline for comments on the FRC's discussion paper on the role of auditors and preliminary announcements. The FRC has issued a discussion paper which considers the role of auditors and preliminary announcements of annual results, with a particular focus on the LSE main market. For further information, see LNB News 27/04/2017 96.
23 June 2017 Deadline for responses on the first proposal in the FCA's fifth MiFID II consultation paper (CP17/8) concerning the extension of MiFID II standards to OPS firms. It proposes changes to the FCA Handbook in the following areas: application of MiFID II standards relating to inducements, best execution and taping to OPS firms, which are exempt from MiFID II; changes to DEPP and EG to reflect various aspects of MiFID II, including the extension of the FCA's enforcement powers to cover persons subject to UK implementing legislation; and consequential amendments to the Handbook based on proposals in CP16/29, and guidance on the use of third parties where firms are required to submit financial instrument reference data or commodity derivative position reports. For further information, see LNB News 31/03/2017 156.
Further dates To look further ahead, see: Corporate horizon scanning—2017 and beyond.

Relevant Articles
Area of Interest