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Publication
Merger law reform in Australia: What next after the Exposure Draft?
As expected, the Australian Commonwealth Treasury released an exposure draft for the proposed new Australian merger regime on 24 July 2024.
United Kingdom | Publication | July 2022
On June 29, 2022 the Financial Conduct Authority (FCA) published a Feedback Statement (FS22/4) summarising feedback to the discussion chapter (in CP21/18) on environmental, social and governance (ESG) integration in UK capital markets and setting out the FCA’s potential next steps. With this, the FCA published Primary Market Bulletin No 41 which elaborates on the FCA’s response to feedback received to that discussion chapter.
In the discussion chapter in CP21/18, the FCA asked for feedback on potential harms that may require policy intervention and on actions it could take to enhance market effectiveness and promote a sound ESG data ecosystem. The FCA sought views on:
The Feedback Statement brings together respondents’ views and sets out the FCA’s policy response and potential next steps.
The following are the key policy actions:
In terms of future potential direction, the FCA notes the following:
In light of the Feedback Statement, Primary Market Bulletin No 41 (PMB41) covers a number of issues related to ESG-labelled debt instruments. In it, the FCA:
On June 30, 2022 The Register of Overseas Entities (Verification and Provision of Information) Regulations 2022 were published. These were made on June 29, 2022 and laid before Parliament on June 30, 2022. They have been made pursuant to the powers conferred by sections 16, 43(2) and 67(2) of the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA 2022). They relate to requirements concerning the verification of registrable beneficial owners and managing officers of overseas entities subject to the ECTEA 2022, and to requirements for certain unregistered overseas entities to deliver information to the Registrar of Companies (Registrar) during the transitional period as set out in the ECTEA 2022, relating to relevant dispositions of land between February 28, 2022 and the end of the transitional period.
Part 2 of the Regulations (see Regulation 6) states that an overseas entity may only undertake a “relevant activity” after a “relevant person” has verified the relevant information.
Regulation 3 sets out who a “relevant person” is for the purposes of the Regulations (i.e. who can verify information). Relevant persons are UK based credit institutions, financial institutions, auditors, insolvency practitioners, external accountants and tax advisers, independent legal professionals, trust or company service providers, estate agents and letting agents.
Regulation 4 sets out the meaning of a “relevant activity”, which is an activity undertaken by an overseas entity which means information must be verified. This includes making an application to be entered in the register of overseas entities under section 4 ECTEA 2022, complying with the updating duty in section 7 ECTEA 2022, applying to be removed from the register of overseas entities under section 9 ECTEA 2022 and providing information to the Registrar where an unregistered overseas entity has made a relevant disposition of land between February 28, 2022 and the end of the transitional period (section 42 ECTEA 2022).
Regulation 5 sets out the meaning of “relevant information”. This is the information that must be verified in relation to each relevant activity. For example, where an overseas entity is applying to be registered in the register of overseas entities under section 4 ECTEA 2022, certain information about its registrable beneficial owners and managing officers must be verified.
Regulation 6 sets out further detail, such as when verification should occur, the time period for the validity of the verification and the content of the statement the relevant person who has verified the information must provide to the Registrar.
Regulation 7 sets out that where a relevant person seeks to verify information relating to an individual, the relevant person must not be a family member or known close associate of the individual, or be the same individual, i.e. an individual cannot verify their own information.
Regulation 8 provides that the relevant person who conducts the verification must keep copies of the material provided to them for or on behalf of an overseas entity for verification purposes for the period of five years beginning with the day on which that relevant person verifies the information.
Part 3 of the Regulations details the provision of information by “unregistered overseas entities” during the transitional period. These entities must provide details of any relevant disposals of land between February 28, 2022 and the end of the transitional period, as well as statements and information regarding who their beneficial owners and/or managing officers were immediately before the disposals.
Regulation 9 sets out that the information must be provided by email, unless information has been “protected” such that it is not to be publicly displayed. Regulation 10 provides that information provided must be publicly displayed for at least two years before being transferred to the Public Records Office. This does not apply to “material unavailable for public inspection”, such as usual residential addresses and required information about trusts. Regulations 11 to 13 outline how certain provisions from the ECTEA 2022 about the Registrar’s annotation, administrative and court ordered removal of information apply in respect to this information
The Explanatory Memorandum published with the Regulations states that guidance will be made available for overseas entities, professional service providers and any interested parties. The guidance will explain who is required to register, how and when they should register, information to be provided and verified and how to update the information on the register of overseas entities.
A Companies House blog which refers to the Regulations, states that supervised agents (those relevant persons able to verify information for the purposes of the Regulations) will need to contact Companies House to get an assurance code before they can verify or file on the overseas entity’s behalf. They state that the assurance code is the equivalent of a signature and Companies House will provide more information on how to obtain an assurance code very soon. The blog also states that the commencement order confirming the start date for the register of overseas entities is expected to be laid soon.
Publication
As expected, the Australian Commonwealth Treasury released an exposure draft for the proposed new Australian merger regime on 24 July 2024.
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