Welcome to the November edition of our biannual Public Company Update, aimed at directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other interested corporate finance professionals and intermediaries.
In this edition we take a look at significant legal developments over the past 6 months which we think you will want to be aware of. In addition, in light of the growing level of shareholder activism we are now seeing in the UK, we also include an editorial which looks at the strategies and tools being used by activists and what boards can do to pre-empt and otherwise deal effectively with such activism.
As long standing and active members of the Law Society’s Company Law Sub-Committee, we are actively tracking and discussing the European and UK consultations relating to the new Market Abuse Regulation, which we cover in detail below.
We hope you enjoy this edition of our Public Company Update and find it informative. If you would like to know more, please contact me, the relevant author, or your usual contact in the Corporate team.
Market abuse regulation
The Market Abuse Regulation has direct effect and will result in the repeal of the existing civil market abuse regime in the Financial Services & Markets Act 2000 and of the FCA’s Code of Market Conduct. This article outlines the impact on AIM companies.
The Takeover Panel has published Practice Statement 29 concerning its guidance around Rule 21.2 of the Takeover Code – Offer Related Arrangements – which replaces previous guidance with immediate effect. The Practice Statement focuses on certain exclusions to the prohibition (ie what is permissible), bid conduct agreements, and reverse break fee arrangements.
The London Stock Exchange has recently consulted on proposed changes to the AIM Rules for Companies which apply to “cash shells” – either new companies listing on AIM with no assets except cash, or companies already listed on AIM which become cash shells after disposing of their business.
In light of the growing level of shareholder activism we are now seeing in the UK, this editorial looks at the strategies and tools being used by activists and what boards can do to pre-empt and otherwise deal effectively with such activism.