Corporate

Briefings in English - 2010

The Financial Reporting Council (FRC) has published the UK Stewardship Code (the Code), setting out good practice for institutional investors when engaging with the UK listed companies in which they invest. It hopes this will be a catalyst for better engagement between shareholders and companies. The FRC has adopted the Institutional Shareholders’ Committee (ISC) Code with only limited changes – in particular, the ISC Code’s seven principles and related guidance. The FRC encourages all institutional investors to report on the extent to which they follow the Code; it will list those who have done so on its website from October 2010. (July 2010)

On 1 July 2010 a number of amendments in Dutch law entered into force. Some affect the rights and obligations of listed companies, their shareholders and works councils. These arise from implementation of the Act to implement the Shareholders Rights Directive (Shareholders Rights Directive Act). The act on the right of a public company’s works council to speak at the general meeting (the Public Company Works Council Act) also entered into force. This briefing outlines the main features of these amendments. (July 2010)

This briefing summarises the arguments for and against various possible changes to the Takeover Code (as set out by the Takeover Panel) and where other actions would be needed to implement the suggestions put forward. The Panel is asking for comments by 27 July 2010.

The Enterprise Chamber of Amsterdam’s Court of Appeal has given a decision whose implications extend beyond the companies involved in the case. It may affect how leveraged buyouts are structured and how portfolio companies of private equity sponsors need to be managed. This briefing outlines the decision’s main implications. (June 2010)

The Financial Reporting Council (FRC) has published the new ‘UK  Corporate Governance Code’ which replaces the Combined Code for accounting periods beginning on or after 29 June 2010. The new Code is largely in the form of the FRC’s December 2009 consultation draft, but with a new recommendation that all directors of FTSE 350 companies be put up for re-election every year and an express reference to gender diversity in the Code principles on board appointments.

Belgium has recently adopted a new legislation that aims primarily at reinforcing the corporate governance in listed companies. Listed companies will now be required to publish in their annual report a corporate governance declaration, including a remuneration report, and to set up a remuneration committee (subject to certain exceptions). The new law also provides for an approval process of severance payment and remuneration agreement of directors under certain circumstances. This briefing outlines the key features of the new legislation. (April 2010)

Increasing numbers of French listed companies have recently been adjusting their corporate governance practices, evidencing the emergence of the two following principal trends: the move to a balanced representation of men and women on corporate boards; and the combination of the roles of chairman and chief executive officer under the authority of a single individual, while moving closer to the UK practice of appointing a ‘senior independent director’ to corporate boards. This briefing summarises certain aspects of these trends, as well as how French listed companies are incorporating them into their corporate governance policies and practices. (April 2010)

Given the financial turmoil of the past 18 months and more recent developments in the Kingdom, creditors of Saudi Arabian debtors should ensure they are in the strongest possible position should a debtor be unwilling or unable to pay. If you are about to enter into a transaction with a Saudi individual or company, this briefing will act as a practical guide to the precautions you should take. (April 2010)

This guide gives an overview of how public takeovers are conducted and regulated in Germany. (April 2010)

A guide to conducting a public takeover in Belgium. (March 2010)

The SEC has published guidance to public companies on its disclosure requirements regarding climate change matters. In this briefing we discuss the guidance and its possible implications for reporting companies and suggest a regime of best practice. The briefing also contains an appendix on recent developments in environmental regulation relating to climate change. (March 2010)

The government recently approved the legislation implementing the EU Shareholder Rights Directive in Italy. The aim is to enhance shareholders’ rights in Italian companies whose shares are admitted to trading on a regulated market of an EU member state. This briefing provides a short overview of the main changes introduced into the Italian legal framework. (March 2010)

On 25 February 2010, the Paris Court of Appeal handed down two much-anticipated decisions confirming that creditors are able to challenge the opening of safeguard proceedings and clarifying the basis upon which safeguard proceedings can be opened by a debtor. (March 2010)

Investment firms have to ensure that their marketing communications are fair, clear and not misleading. On 11 February 2010 the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) published a set of guidelines that will affect marketing by investment firms. (February 2010)

The prudential regulation of insurance and reinsurance companies across the European Economic Area (EEA) is due for radical modernisation from October 2012, including a review of the insurance industry’s solvency framework. This follows the adoption in November 2009 of the Solvency II Directive and its publication in the Official Journal. One of the primary aims of the Directive is to produce a more consistent solvency standard that will protect consumers across all markets. This third edition of our client guide outlines progress on the project to date and how it may evolve over the next few years. (February 2010)

Recent investigations into regulated entities and financial institutions, and subsequent disciplinary sanctions, suggest that regulators will continue to take an active approach in Hong Kong. One can also expect an increase in regular on-site inspections of firms by regulators, as part of their supervisory role to ensure compliance with codes and regulations. This note sets out some practical guidelines on how to deal with supervisory inspections. (February 2010)

The outcome of the recent United Nations Climate Change Conference in Copenhagen has been regarded by many as a huge disappointment. In terms of achieving a binding and unambiguous global solution, Copenhagen seems to have been something of a missed opportunity. However, this should not overshadow the fact that industry all over the world is going to have to brace itself against a storm of regional and sectoral regulatory activity directed at combating climate change. This review explores what precisely is looming on the horizon. (January 2010)

HM Treasury has published a consultation paper setting out tentative proposals for changes to resolution arrangements for investment banks. Responses are invited by 16 March 2010. This briefing outlines the main proposals. (January 2010)

A recent ratings report showed only one commercial bank in Vietnam with an A rating. It is therefore no surprise that the Vietnamese government wishes to improve its commercial banks and has taken numerous steps to do so over recent years. It fired its latest salvo in July 2009 when it issued Decree 59 on their organisation and operation, the bulk of which deals with the management of commercial banks. The decree does not seek to regulate foreign bank branches, which are regulated by Decree 22. This briefing will discuss Decree 59 in more detail. (January 2010)

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