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An overview of the Nature Repair Market
In our previous articles, we highlighted that under Stage 1 of the nature reforms detailed in the Nature Positive Plan, the nature repair market was established.
United Kingdom | Publication | February 2019
Welcome to Essential Corporate News, our weekly news service covering the latest developments in the UK corporate world.
On February 7, 2019 the Financial Conduct Authority (FCA) published Primary Market Bulletin 20. The Bulletin addresses several matters, including updates on the use of the name “UK Listing Authority”, guidance on how to apply the Listing Rules if an issuer has previously had insufficient distributable reserves to pay dividends and recent changes the FCA has made and is proposing to make, to the guidance in its Knowledge Base.
The FCA plans to phase out the ‘UK Listing Authority’ or UKLA name entirely. It is gradually removing it from its website and other external communications and will refer to the FCA’s ‘primary market’ functions. Commentators and members of the public are confused about who (or what) the UKLA is, with some unsure if it is a separate body from the FCA. and so the change is being made to provide clarity.
The FCA comments that in the last few years it has seen resolutions put to shareholders in general meetings seeking to rectify situations where dividends have been paid in a manner that has infringed relevant company law. The FCA reminds premium listed issuers to consider how to apply LR 11 when this occurs. In most case, issuers have neglected to file their interim accounts for a certain period at Companies House so the distributable reserves shown in the last annual accounts have not been enough to allow for the amount of dividends paid.
Upon discovering the oversight, issuers have tried to put the company, its shareholders, directors and former directors in the position they would otherwise have been in had the accounts been filed. This has included seeking shareholder approval to release any liabilities that may attach to the shareholders and any directors or former directors. Given that significant shareholders, directors and, in some instances, former directors are classified as related parties under LR 11, the FCA points out that premium listed companies are required to consider the application of these rules when such an approach is proposed and should also refer to UKLA/TN/204.2 on this.
The Bulletin notes that the withdrawal of the UK from the EU is likely to affect issuers differently, depending on their sector and specific business model and operations. Issuers are reminded that when considering the potential impact of the EU withdrawal they need to be aware of their ongoing disclosure obligations under Article 17 of MAR.
Payments to governments
Issuers trading on a regulated market who are active in the extractive or logging of primary forest industries, and whose home state is the UK, have to prepare a report annually on payments made to governments for each financial year. Such issuers must
The FCA reminds issuers that these filing requirements are in addition to (and not instead of) the requirements for the disclosure, dissemination and filing of regulated information in DTR 6. As reports on payments to government are regulated information for the purposes of DTR 6, issuers must file the report in XML format and in human readable format. Issuers must also classify regulated information using the classes and sub-classes in DTR 6 Annex 1R (in this case, sub-class 1.3).
The FCA has also conducted a series of reviews of disclosures made under DTR4.3A to assess whether relevant issuers were complying with its requirements. The following are a number of common concerns that the FCA would like to bring to issuers’ attention
Five new technical notes have been added to the FCA Knowledge Base, and five existing technical notes have been amended as a result of consultation in previous Primary Market Bulletins. These new and amended technical notes are as set out below.
The new technical notes are
The amended technical notes are
The Bulletin also notes that the FCA is consulting on further proposed changes to the Knowledge Base.
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On February 1, 2019 the Financial Conduct Authority (FCA) published a press release and a statement setting out how it would use the temporary transitional power given to it in draft legislation by HM Treasury enabling it to make transitional provisions if the UK leaves the EU without an agreement in place. The FCA notes that it intends to use this power to ensure that firms and other regulated entities do not generally need to prepare now to meet the changes to their UK regulatory obligations that are connected to Brexit.
In the statement, the FCA also sets out the areas where it would not make transitional provision and so expects firms and other regulated persons to start preparing now to comply with their post-exit regulatory obligations. One area concerns EEA entities that have securities admitted to trading or traded on UK markets. It points out that these will be required to submit information to the FCA and disclose certain information to the market from exit.
(FCA, Brexit – What we expect firms and other regulated persons to do now, 01.02.19)
On February 1, 2019 the Financial Conduct Authority (FCA) announced that it has agreed Memoranda of Understanding (MoUs) with the European Securities and Markets Authority (ESMA) and with EU regulators. These cover cooperation and exchange of information if the UK leaves the EU without a withdrawal agreement and implementation period.
The press release announces that the MoUs are
On February 6, 2019 the Financial Reporting Council (FRC) published a discussion paper ‘Business Reporting of Intangibles: Realistic proposals’. The discussion paper aims to explore reasons why many intangibles are not fully reflected in financial statements and to develop practical proposals for improving business reporting of intangibles.
The discussion paper considers the case for radical change to the accounting for intangible assets and the likelihood of such change being made in the near future, and seeks stakeholder reviews on matters including:
The discussion paper also suggests ways in which the business reporting process could improve the reporting of intangibles.
Responses to the discussion paper are requested by April 30, 2019.
(FRC: Business Reporting of Intangibles - Realistic proposals discussion paper, 06.02.19)
Publication
In our previous articles, we highlighted that under Stage 1 of the nature reforms detailed in the Nature Positive Plan, the nature repair market was established.
Publication
In this article we explore the development of the human right to food under international law, and how climate change and biodiversity loss contribute to existing issues around global food insecurity, including the implications for First Nations peoples. We will also discuss the role of the private sector in protecting and improving secure access to healthy and nourishing food and how pro bono legal services can assist.
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