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PRACTICE NOTES
This archived Practice Note summarised the key developments that were expected to impact the corporate governance regime during 2017. It has not been updated since 2017. For new legal developments from January 2018 and beyond, see Practice Note: Corporate governance: horizon scanning—2018 and beyond. Feel free to contact us with your suggestions for issues we could monitor using KnowhowLawyersCorporate@lexisnexis.co.uk. Mini-index January 2017 February 2017 April 2017 May 2017 No specific date in 2017 confirmed January 2017 Date Subject matter Development and Background Resources 1 January 2017 Non-Financial Reporting Directive 2014/95/EU (Reporting Directive):Disclosure requirements under the Reporting Directive will apply in the UK to financial years starting on or after this date. The Reporting Directive amends the EU Accounting Directive 2013/34/EU, introducing new disclosure requirements for certain companies with more than 500 employees. This includes disclosure of information on company policies, environmental risks, social and employee matters, respect for human rights, anti-corruption and bribery issues and diversity in their board of directors. The deadline for responses to the relevant UK consultation is 15 April
PRACTICE NOTES
This archived Practice Note summarised the key developments that were expected to impact the corporate governance regime during 2018. It has not been updated since 2018. For new legal developments from January 2019 and beyond, see Practice Note: Corporate governance: horizon scanning—2019 and beyond. In August 2017 the government published its response to its green paper on corporate governance reform. The response paper proposed a number of corporate governance reforms, including a revised UK Corporate Governance Code, new reporting obligations under the Companies (Miscellaneous Reporting) Regulations 2018 and the Wates Corporate Governance Principles for Large Private Companies. Feel free to contact us with your suggestions for issues we could monitor using KnowhowLawyersCorporate@lexisnexis.co.uk. Mini-index January 2018 February 2018 March 2018 April 2018 May 2018 June 2018 July 2018 September 2018 No specific date in 2018 confirmed 2019 and beyond January 2018 Date Subject matter Development and Background Resources January 2018 Updated policies published by Pensions and Lifetime Savings Association (PLSA). PLSA published its 2018 Corporate Governance Policy & Voting Guidelines. For further information,
PRACTICE NOTES
This archived Practice Note summarised the key developments that were expected to impact the corporate governance regime during 2019. It has not been updated since 2019. For new legal developments from January 2020 and beyond, see Practice Note: Corporate governance horizon scanning—2020 and beyond. Feel free to contact us with your suggestions for issues we could monitor using KnowhowLawyersCorporate@lexisnexis.co.uk. Mini-index January 2019 February 2019 March 2019 April 2019 June 2019 July 2019 September 2019 October 2019 No specific date in 2019 confirmed 2020 and beyond January 2019 Date Event Background Resources 1 January 2019 The revised UK Corporate Governance Code (UKCG Code) will apply to premium listed companies with accounting periods beginning on or after this date. The UKCG Code has been revised as a result of the government’s response to the Green Paper Consultation on Corporate Governance Reform, as well as the Hampton-Alexander Review and Parker Review. The key changes relate to executive pay and strengthening the employee, customer and supplier voice. Other changes have been made to ensure that the UKCG Code challenges directors to consider the composition
PRACTICE NOTES
ARCHIVED: This archived Practice Note provides corporate lawyers with an overview of the main elements of corporate governance in the United States. Within the context of directors’ duties, board organisation, role of the Chair, CEO and non-executive directors, composition of committees, nomination and executive remuneration the Note considers the various legislative and regulatory sources of governance requirements. Where relevant the Note refers to the listing rules of either the New York Stock Exchange or the NASDAQ stock market. Particular reference is made to the significant impact of the Dodd-Frank Act. Also noted are some of the main proxy organisations and institutional investor groups in the USA corporate sphere. This note is not maintained and is included for background only. Background Unlike the UK, the USA has not adopted a unified corporate governance code for its public corporations. Instead corporate governance requirements are derived from a variety of federal and state laws, including the following: • the laws of the state in which the corporation is incorporated and any other states in which it does business, such as the
PRACTICE NOTES
A Term Explanation AIC Corporate Governance Code (AIC Code) The corporate governance code issued by the Association of Investment Companies (AIC), which sets out a framework of best practice in respect of the governance of closed-ended investment companies whose shares are traded on public markets. AIM company/AIM companies A company with a class of securities admitted to AIM, a market operated by the London Stock Exchange plc. Association of British Insurers (ABI) A trade association representing the UK insurance industry with a focus on corporate governance issues (following its merger with ABI Investment Affairs in June 2014, the Investment Association (IA) assumed responsibility for the guidance previously issued by the ABI in relation to corporate governance). Association of Investment Companies (AIC) A membership organisation representing a broad range of investment companies, investment trusts, venture capital trusts and other closed-ended funds. Audit, Reporting and Governance Authority (ARGA) A new, independent regulator that has not yet been established, but was recommended by the Kingman Review to replace the Financial Reporting
PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised key legal developments that were expected to impact corporate lawyers during 2014. It has not been updated since 2014. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. 2014 | January 2014 | February 2014 | March 2014 | April 2014 | May 2014 | June 2014 | July 2014 | August 2014 | September 2014 | October 2014 | November 2014 | December 2014 January 2014 Date Subject matter Development and Background Resources 9 January 2014 Equity capital markets—NEX Exchange End of grace period for issuers to comply with certain rules of the amended NEX Exchange Rules for Issuers. During the first half of 2013, NEX Exchange consulted on proposed changes to the framework of the NEX Exchange Growth Market, including amendments to the NEX Exchange Rules for Issuers and the NEX Exchange Corporate Advisers Handbook. On 9 July 2013, the amended Rules and Handbook were published. Certain of the amended Rules, including Rule 69 on board composition and Rule 75 on maintaining
PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised key legal developments that were expected to impact corporate lawyers during 2015. It has not been updated since 2015. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. 2015 | January 2015 | February 2015 | March 2015 | April 2015 | May 2015 | June 2015 | July 2015 | August 2015 | September 2015 | October 2015 | November 2015 | December 2015 January 2015 Date Subject matter Development and Background Resources 1 January 2015 Takeovers—Miscellaneous amendments to the Takeover Code The changes to the Takeover Code proposed in Panel consultation PCP 2014/1—Miscellaneous amendments to the Takeover Code— take effect. On 16 July 2014, the Code Committee of the Takeover Panel issued a consultation on a number of diverse amendments to the detail of various provisions of the Code. The consultation period ended on 12 September 2014 and on 14 November 2014 the Code Committee issued RS 2014/1 in which it confirmed it had adopted the amendments with some modifications
PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised key legal developments that were expected to impact corporate lawyers during 2016. It has not been updated since 2016. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. To track legal and regulatory developments relating to certain specific topics, see our Trackers: • The Small Business, Enterprise and Employment Act—company law reforms [Archived] • Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived] • EU Prospectus Regulation tracker (2001–2020) • Transparency Directive tracker [Archived] Key developments during 2016 included: • Slavery and human trafficking statement under the Modern Slavery Act 2015—annual transparency statement was required to be published by certain commercial organisations with a year-end on or after 31 March 2016 • People with significant control register (PSC register) under the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015)—requirement to hold a register came into force on 6 April 2016 • SBEEA 2015—further provisions entered into force on 30 June 2016, including in relation to confirmation statements
PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised key legal developments that were expected to impact corporate lawyers during 2017. It has not been updated since 2017. For new legal developments from January 2018 and beyond see Practice Note: Corporate horizon scanning—2018 and beyond. To track legal and regulatory developments relating to certain specific topics, see our Trackers: • Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived] • EU Prospectus Regulation tracker (2001–2020) • Transparency Directive tracker [Archived] • Listing Rules tracker • Disclosure Guidance and Transparency Rules Sourcebook tracker • Prospectus Rules tracker Our Market Standards deal analysis tool, containing over 3000 public company deal summaries, is available here. In addition, we continue our in-depth analysis of recent trends in corporate practice, most obviously via our core trend reports, plus a variety of mini-trend and News Analysis pieces. For recent examples of trend reports see our Trend Reports subtopic. Key developments during 2017 included: • Brexit-related developments—Brexit collection and Brexit timeline [Archived] • Small Business, Enterprise and Employment Act 2015 (SBEEA
PRACTICE NOTES
ARCHIVED: This archived Practice Note summarised key legal developments that were expected to impact corporate lawyers during 2018. It has not been updated since 2018. To track legal and regulatory developments relating to certain specific topics, see our Trackers: • Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived] • EU Prospectus Regulation tracker (2001–2020) • Transparency Directive tracker [Archived] • Listing Rules tracker • Disclosure Guidance and Transparency Rules Sourcebook tracker • Prospectus Rules tracker • The Small Business, Enterprise and Employment Act—company law reforms [Archived] Our Market Standards deal analysis tool, containing over 3000 public company deal summaries, is available here. In addition, we will continue our in-depth analysis of recent trends in corporate practice, most obviously via our core trend reports, plus a variety of mini-trend and News Analysis pieces. For recent examples of trend reports see our Trend Reports subtopic. Key developments during 2018 included: • Brexit-related developments—Brexit collection and Brexit timeline [Archived] • revised Markets in Financial Instruments Directive 2014/65/EU (MiFID II)—application
PRACTICE NOTES
ARCHIVED: This Practice Note is an archived summary of the key legal developments that impacted corporate lawyers during 2019. It is no longer updated. Key developments to look out for during 2019 obviously include those connected to Brexit. To track Brexit-related legislation, including statutory instruments, see theBrexit legislation tracker [Archived]. It may also be useful to refer to theBrexit collection and Brexit timeline [Archived]. To track legal and regulatory developments relating to other specific topics, see: • Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived] • Market Abuse Regulation—timeline • Listing Rules tracker • Prospectus Regulation Rules tracker • EU Prospectus Regulation tracker (2001–2020) • Disclosure Guidance and Transparency Rules tracker, and • Transparency Directive tracker [Archived] To track key case relevant to corporate practitioners, see: • 2019: Corporate case tracker • 2018: Corporate case tracker To track or identify market developments, see the Market Standards deal analysis tool. It contains over 4,000 public company deal summaries. In addition, in-depth analysis of recent trends
PRACTICE NOTES
This archived Practice Note is a summary of the key legal developments that are expected to impact corporate lawyers during 2020 and beyond. It is reviewed and updated throughout the year. Key developments to look out for during 2020 obviously include those connected to Brexit. To track Brexit-related legislation, including statutory instruments, see the Brexit legislation tracker [Archived]. It may also be useful to refer to the Brexit collection and Brexit timeline [Archived]. To track legal and regulatory developments relating to other specific topics, see: • Markets in Financial Instruments Directive (MiFID II) and Markets in Financial Instruments Regulation (MiFIR)—timeline (2007–2023) [Archived] • Market Abuse Regulation—timeline • Listing Rules tracker • Prospectus Regulation Rules tracker • EU Prospectus Regulation tracker (2001–2020) • Disclosure Guidance and Transparency Rules tracker, and • Transparency Directive tracker [Archived] To track key case relevant to corporate practitioners, see: • 2020: Corporate case tracker To track or identify market developments, see the Market Standards deal analysis tool. It contains over 5,000 public company deal summaries. In addition, in-depth analysis