Capital Markets Update – December 2018

Business Meeting 10 Print publication


Welcome to the second edition of Capital Markets Update, the monthly briefing from the Corporate Group at Walker Morris rounding up the month’s developments within the equity capital markets and looking ahead to next month.

November’s news

Proposed changes to the Takeover Code

On 5 November 2018, the Takeover Panel launched a consultation on proposed amendments to the Takeover Code following Brexit. The consultation ends on 17 December 2018.

Glass Lewis publishes Proxy Paper Guidelines

On 14 November 2018, Glass Lewis published its 2019 UK Proxy Paper Guidelines. The guidelines provide an overview of the approach taken by Glass Lewis in relation to governance and proxy research in the UK. The 2019 Guidelines incorporate recommendations from the new UK Corporate Governance Code.

ISS publishes voting policy for 2019

On 19 November 2018, Institutional Shareholder Services (ISS) announced that it had published its benchmark policy updates for 2019. Changes relevant to the UK are published in the EMEA Policy Update. ISS confirms that it will track audit quality issues and a negative recommendation on auditor ratification may be applied serious cases.

Investment Association executive pay guidelines

On 22 November 2018 the Investment Association (IA) published updated Principles of Remuneration. The principles set out investor expectations for how companies should pay their top executives to comply with the new UK Corporate Governance Code.

FAQs on the 2018 UK Corporate Governance Code published by FRC

On 27 November 2018 the Financial Reporting Council (FRC) published FAQs on the new UK Corporate Governance Code which applies to accounting periods commencing on or after 1 January 2019.

Feedback request in relation to new Prospectus Regulation

On 28 November 2018 the European Commission issued a Feedback Request for draft delegated regulation that it is required to adopt by 21 January 2019 under the new Prospectus Regulation. Feedback is requested by 26 December 2018.

Looking ahead to December 2018

Rule 29 consultation closes

The consultation on the Takeover Panel’s proposed changes to the Takeover Code relating to asset valuations under Rule 29 closes on 7 December.

Takeover Panel Brexit consultation

The Takeover Panel’s consultation on changes to the Takeover Code following Brexit closes on 17 December.