Company Law

These Regulations are made under section 421 of the Companies Act 2006 and substitute for Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) a revised Schedule...

Section 1A of the Financial Services and Markets Act 2000 renames the Financial Services Authority the Financial Conduct Authority with effect from 1 April 2013. This Order therefore revokes the Enterprise Act 2002 (Part 8) (Designation of the Financial Services Authority as a Designated Enforcer) Order 2004 (SI 2004/935) and designates the Financial Conduct Authority as a designated enforcer under Part 8 of the Enterprise Act 2002...

In the merger case of Guestlogix / Panasonic the OFT has set out its views on what constitutes a "relevant merger situation" under the UK merger control rules. Its decision provides some useful guidance on when two enterprises are to be regarded as "ceasing to be distinct" in the context of an asset transfer...

Bríd Munnelly, Carina Lawlor and Michael Byrne, from Matheson's Commercial Litigation and Dispute Resolution group, prepared the Irish chapter of Getting the Deal Through - Anti-Corruption Regulation 2013. This covers all aspects of anti-corruption regulation in Ireland...

This consultation sets out proposals for the UK implementation of the European Directive exempting micro-entities from certain financial reporting obligations...

This briefing summarises developments for companies to consider when preparing for their 2013 annual general meetings and compiling the narrative aspects of their annual reports and accounts...

The UK Government has announced changes to the Companies Act 2006 to help promote employee ownership following recommendations made by FFW partner, Graeme Nuttall, in his independent report on employee ownership...

Topics in this issue:

Introduction

Changes to narrative reporting and executive remuneration

Women on boards

Reform of the security registration regime

Mandatory carbon reporting… the UK takes the lead

Company secretarial corner

Case review

Legal developments tracker

Recent deals

The Basel capital adequacy rules seem to be encouraging the greater use of more capital efficient products, such as trade finance...

This publication provides an overview of the duties and liabilities of directors of English companies...

A claim against the manager of a limited partnership was a partnership asset and could not be pursued by any limited partner individually. There were special circumstances making it just to allow a derivative claim to be pursued but in so doing the limited partners would be taking part in the management of the partnership business and would therefore become liable to the creditors of the partnership...

Following on from the European Commission’s Green Paper on the EU Corporate Governance framework, the Commission has published its Action Plan...

This autumn's revisions to the Business Companies Act, 2004 included changes to the way in which a dissolved company can be restored to the Register of Companies...

Directive 2012/30/EU of the European Parliament and of the Council of 25 October 2012 on coordination of safeguards, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent (Recast)...

The European Commission has published a draft Directive which aims to improve gender diversity on boards of EU listed companies...

The Isle of Man has a full suite of fund options, but the exempt scheme is a flexible and low cost vehicle that is wholly outside the scope of fund regulation in the Isle of Man and is suitable for use in relation to start up private funds. This briefing note describes the key features of the exempt scheme...

BIS have published the draft Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 for consultation, proposing changes to the Companies Act 2006 and secondary legislation...

Topics in this issue:

A new frontier - amendments to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules

A step back in time? New FSA consultation paper CP 12/25

Changes to SFO Bribery Act guidance

The Nuttall Review: government takes action over employee ownership

ICSA consults on improving engagement practices between companies and institutional investors

New Issue 5 of Inside AIM published

Narrative reporting - details of the new structure published

Profiting from uncertainty: how companies are adapting to the new order

The business review will be dropped and companies will instead have to publish a standalone strategic report. Quoted companies will have to report on their strategy and business model, any applicable human rights issues, and on the number of men and women on their boards, executive committees and in the organisation as a whole...

The Department for Business, Innovation & Skills has published a summary of its proposals on a new structure for narrative reporting in the UK, together with draft regulations. It is proposed that the changes will have effect for financial years ending on or after 1 October 2013...

This consultation sought views on deregulatory changes to simplify how private companies may authorise and finance the repurchase of its own shares, and hold these shares in treasury once repurchased...

European Union commissioners have this week delayed taking a decision on long-awaited plans to impose mandatory quotas for women on listed company boards. The proposals, which would demand listed companies keep a minimum of 40% of board-level seats for women, will now not be debated until November as members failed to reach an accord...

These Regulations amend the Companies Act 2006 to insert new sections which provide for the preparation by companies of a strategic report. The Regulations also amend the requirements for the contents of the directors' report set out in Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) and in Schedule 5 to the Small Companies and Groups (Accounts and Directors Report) Regulations 2008 (SI 2008/409)...

From 1 October 2012, subsidiary companies will no longer need to have their annual accounts audited provided that, among other things, their parent company agrees to guarantee all liabilities of the subsidiary that are outstanding at the end of that financial year...