Public Company Update: Winter 2021

Welcome to the Winter 2021 edition of our biannual Public Company Update, for directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other corporate finance professionals and intermediaries.

Following the frenetic pace of market activity in the first half of 2021 the second half of the year has continued to see robust activity, both in the UK and other international markets. We have also seen significant legal and regulatory developments with proposals to reform the UK Listing Rules and the UK Prospectus Rules being consulted on or introduced - more detail on these developments is contained in our articles below.

Since my article below on proposals to overhaul the Listing Rules was prepared, I am pleased to report that rule changes have now been implemented with effect from 3 December 2021. In particular, targeted and time limited dual class structures are now permitted, and the free float requirement has been reduced from 25% to 10%. As a counterbalance, the minimum market capitalization threshold has been increased, not to £50 million as initially proposed during consultation, but to a more sensible £30 million given the commercial objective of attracting fast-growing technology and life sciences companies.

Throughout the year Environmental, Social and Governance (ESG) issues have been at the top of the agenda for many of our clients. There is also increased regulatory focus on how quoted companies are meeting their

ESG obligations, whilst investors are assessing ESG performance when making decisions about where to invest their funds. We have included two articles in this Update looking at the changing ESG landscape and the focus on transparent reporting of diversity and inclusion data by public companies. As a wider team, we continue to work with entrepreneurs, management teams, growth companies and investors, supporting them on a wide range of legal issues, both transactional and advisory.

I hope you enjoy this edition of our Public Company Update and have a safe and relaxing festive season.

Mark Howard, Corporate partner

Reform of the UK Prospectus Regime

Chris Putt assesses the key areas of HM Treasury's consultation on reforming the UK Prospectus Regime. The consultation closed in September and HM Treasury is currently analysing feedback received.

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Overhaul of UK Listings Regime

In November 2020 the Government kicked-off a review of the UK's Listings Regime. The review is an opportunity to boost the UK's reputation as the destination of choice for high growth private companies. Mark Howard takes a closer look.

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Power to block listings on national security grounds

Paul Stone reviews the Government's consultation on proposed new powers to block company listings on national security grounds.

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ESG - do your priorities need to change with a changing landscape?

Victoria Younghusband's article takes a look at the forthcoming legislation and other ESG focussed initiatives that will impact public and quoted companies.

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Diversity and Inclusion: Clear transparency?

David Hicks analyses the FCA's Consultation Paper on diversity and inclusion on company boards and executive committees.

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