Clifford Chance

Corporate Update

25 January 2011

In our Company Law Update, we consider the draft guidance for corporate anti-bribery procedures. The Bribery Act 2010 comes into force in April 2011 and companies, to the extent they have not already done so, should be acting now to develop and put in place procedures to prevent bribery by persons associated with them.

The recent judicial decision in the case of EDI v National Car Parks addresses the meaning of the phrase “reasonable endeavours”. We examine this decision and consider what practical steps companies can take to ensure that their commercial objectives are best achieved.

As the 2011 AGM season gets into its stride, in our Corporate Governance Update we highlight the emerging trend of early adoption of the recommendation in the UK Corporate Governance Code for the annual re-election of directors. In addition, whilst publication of Lord Davies’ review on gender diversity in the boardroom is not expected until next month, we note his preliminary conclusions that quotas are not the answer to ending the under-representation of women in the boardroom.

The FSA continues its focus on stamping out market abuse. In our Regulatory Update, we consider the FSA’s best practice recommendations for the handling of inside information. We also examine the FSA’s recent, and in some cases, ongoing, market abuse and insider dealing prosecutions.

In October 2010, the Takeover Panel published an initial response to its consultation on extensive potential changes to the regulation of takeover bids in the UK. The consultation was a result of political and media commentary surrounding the Kraft Foods’ hostile takeover of Cadbury. In our Takeovers Update, we analyse the Panel’s conclusions.

In our Antitrust Update we focus on the OFT’s draft guidance on competition compliance for directors. Directors will need to familiarise themselves with this guidance in order to ensure that they are taking the proper steps to promote competition compliance within their organisation.

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