Capital Markets Update – October 2020

Business Meeting 10 Print publication


This month’s news

The future of shareholder meetings

In early September 2020, the International Corporate Governance Network published a Viewpoint on what AGMs and other shareholder meetings might look like in the future following the COVID-19 pandemic.

PEG extends flexibility for non pre-emptive share issues

On 4 September 2020, the Financial Reporting Council (FRC) issued, on behalf of the Pre-Emption Group (PEG), a statement recommending the continued relaxation until 30 November 2020 of the usual thresholds for non pre-emptive share issues.

FCA Handbook

On 4 September 2020, the Financial Conduct Authority (FCA) published its Quarterly Consultation Paper 29 (CP20/18), which consults on various proposed minor amendments to the FCA Handbook.

ESMA publishes monthly newsletter

On 7 September 2020, the European Securities and Markets Authority (ESMA) published the sixteenth edition of its monthly newsletter containing information on key topics from July and August 2020.

FCA publicly censures former CEO for market misconduct

On 9 September 2020, the FCA published a Final Notice in relation to Conor Foley, the former Chief Executive Officer of WorldSpreads Limited. Mr Foley has been publicly censured for market abuse and banned pursuant to section 56 of the Financial Services and Markets Act 2000 from performing any roles related to regulated activity.

New project launched relating to corporate disclosures

On 10 September 2020, the FRC’s Financial Reporting Lab published an invitation for investors and companies to participate in a new project relating to corporate disclosures on risks, uncertainties and scenarios.

Delegated regulation amending RTS Regulation published

On 14 September 2020, Commission Delegated Regulation (EU) 2020/1272 amending and correcting the RTS Regulation was published in the Official Journal of the European Union. The RTS Regulation supplements the Prospectus Regulation in relation to regulatory technical standards.

Government publishes response to Companies House reform consultation

On 18 September 2020, the Department for Business, Energy and Industrial Strategy (BEIS) published its response to the consultation on corporate transparency and register reform. BEIS had launched its consultation on a range of proposals to enhance the role of Companies House, increase the transparency of UK corporate entities and help combat economic crime in May 2019.

FCA issues guidance on listing medicinal-use cannabis businesses

On 18 September 2020, the FCA published guidance setting out its new approach to the listing of domestic and overseas medicinal cannabis companies on the Official List.

Government publishes response to supply chain transparency consultation

On 22 September 2020, Government published its response to its consultation on proposed measures to strengthen the transparency in supply chain reporting provisions in section 54 of the Modern Slavery Act 2015.

ICGN issues revised Global Stewardship Principles

On 23 September 2020, the International Corporate Governance Network (ICGN) issued a Press Release announcing that it has approved a revised version of the ICGN Global Stewardship Principles at its AGM.

EC publishes new CMU action plan

On 24 September 2020, the European Commission published its new Capital Markets Union Action Plan. The action plan has three key objectives: ensuring the EU’s economic recovery is green, digital, inclusive and resilient by making finance more accessible; making the EU a safer place for individuals to save and invest in the long-term; and integrating national capital markets into a genuine single market for capital.

CIGA temporary provisions extended

On 24 September 2020, the Corporate Insolvency and Governance Act 2020 (Coronavirus) (Extension of the Relevant Period) Regulations 2020 were published. The regulations extend the period within which certain temporary provisions in the Corporate Insolvency and Governance Act 2020 (CIGA) relating to company meetings shall have effect.

ESMA publishes final MAR report

On 24 September 2020, ESMA published a final report following its first full review of the Market Abuse Regulation (MAR). This follows a consultation paper published in October 2019. The overall conclusion is that MAR has worked well and is fit for purpose.

Takeover Panel publishes annual report and accounts

On 25 September 2020, the Takeover Panel announced the publication of its Annual report and accounts for the year ended 31 March 2020.

FRC publishes review of reporting against Stewardship Code 2020

On 30 September 2020, the FRC published a Review of the early reporting that it has seen against the UK Stewardship Code 2020. The review sets out the FRC’s general expectations for effective stewardship reporting, as well as principle-specific observations.

ESMA publishes statement on Prospectus Directive Q&As

On 30 September 2020, ESMA published an update on the revision of its guidance published under the Prospectus Directive and the applicability of the Committee of European Securities Regulators’ recommendations concerning specialist issuers.

Looking ahead to October 2020

1 October 2020 – closing date for FCA Consultation Paper 20/3 on policy proposals to enhance climate-related disclosures by listed issuers, and to clarify existing disclosure obligations.

1 October 2020 – closing date for FCA quarterly Consultation Paper 27 (CP20/4) seeking views on various proposed minor amendments to the FCA Handbook.

1 October 2020 – closing date for FCA Consultation Paper 20/5 on proposed changes to the Listing Rules to create a more proportionate listing regime for open-ended investment companies in the standard listing regime.

10 October 2020 – Companies House resumes the process of striking off companies that it believes are no longer carrying on business or in operation.

23 October 2020 – date by which the ‘Big Four’ accountancy firms are required to submit their implementation plans regarding the operational separation of their audit practices.

25 October 2020 – closing date for two HM Treasury consultations, one proposing an increase in the oversight of financial promotions issued by unauthorised firms, and the other bringing the promotion of certain types of cryptoassets under FCA regulation.