Clifford Chance

Corporate Update - January 2014

20 January 2014

Welcome to our January 2014 edition of Corporate Update, our bi-annual bulletin in which we bring together the key developments in company law and corporate finance regulation which have occurred over the previous six months and consider how these might impact your business. In addition, we look ahead to forthcoming legal and regulatory change.

As previous editions of Corporate Update and our recently published 2014 AGM Update have included features on the new requirements for reporting directors’ remuneration, we take a breather from the detail of that particular initiative and look instead at BIS’ proposals to require UK companies to identify the beneficial owners of their shares. These plans are not without controversy and include the maintaining of a register of this information, which BIS intend should be open to the public, which will place an additional burden on companies.

On the regulatory front, we consider the FCA’s plans to press ahead with the introduction of new Listing Rules to require a written agreement to be put in place between a listed company and its controlling shareholders (30% or more) to ensure that the listed company can act independently of any such shareholders. These plans have now been largely finalised and are expected to be in force by autumn 2014.

Among other items, we also review the new powers granted to the FCA in October 2013 which enable it to publish information about enforcement action against individuals or firms, including their identity, at an earlier stage than was previously the case and, crucially, before the person in question has had an opportunity to formally challenge the case against them. See our Regulatory Update for further information.

Major changes to the UK competition law regime come into effect on 1 April 2014. These changes give effect to the Enterprise and Regulatory Reform Act which was adopted in April 2013. We have highlighted the key changes of which you should be aware. See our Antitrust Update for details.

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