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Global rules on foreign direct investment (FDI)
Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
United Kingdom | Publication | March 2019
On March 15, 2019 the Investment Association and the Hampton-Alexander Review announced that they have written to 69 of the FTSE 350 companies, highlighting concerns relating to gender diversity on their board.
The letter was sent to companies who have no women or just one woman on their board and asks those companies to outline what action they are taking to make progress and ensure they are meeting the Hampton-Alexander targets of 33 per cent of women on their board and leadership team by 2020.
The letter follows the announcement in February that the Investment Association’s voter information service, IVIS, will give its highest warning level (a red-top) to companies who have just a single woman on their board.
On March 12, 2019 the Home Office published guidance for organisations on publishing an annual modern slavery statement under section 54 of the Modern Slavery Act 2015. The guidance is intended to assist organisations in identifying when they need to publish an annual modern slavery statement, highlights how to demonstrate compliance with the minimum legal requirements, and sets out best practice guidance on producing a statement.
The guidance states that an organisation is required to publish an annual statement if
In order for an organisation to meet and demonstrate the minimum legal requirements relating to the annual modern slavery statement, it must update its modern slavery statement every year, publish the modern slavery statement on its UK website, seek approval from the board of directors (or equivalent management body) and get a signature from a director (or equivalent) or designated member (for LLPs). Statements must describe the main actions taken by an organisation during the financial year to deal with modern slavery risks in its supply chains and business. In order to address all relevant matters, the guidance recommends that organisations cover
The guidance also highlights that the detail and quality of information included under each of these six areas should improve in successive annual statements and should demonstrate how the organisation is acting transparently and disclosing information about any modern slavery risks the organisation has identified and what actions it has taken in response to them, targeting the organisation’s actions where they can have the most impact by prioritising its risks and how it is making year-on-year progress to address those risks and improve outcomes for workers in its business and supply chains.
(Home Office: Guidance on publishing an annual modern slavery statement, 12.03.19)
In March 2019, Pensions and Investment Research Consultants Ltd (PIRC) published the 26th edition of its UK Shareowner Voting Guidelines.
PIRC has made several key changes in the 2019 Guidelines from those published in 2018, including the following
The PIRC UK Shareowner Voting Guidelines 2019 can be purchased from PIRC - click here.
On March 18, 2019, the Competition and Markets Authority (CMA) published the final version of guidance on the effects of a no deal EU exit on the functions of the CMA.
The guidance is designed to explain how the UK’s exit from the EU will affect the powers and processes of the CMA for antitrust and cartel enforcement, merger control and consumer protection law enforcement after exit day. The guidance also explains the treatment of "live" cases in a no deal scenario, which are those cases that are being reviewed by the European Commission or the CMA on exit day.
The guidance will come into effect on exit day only in the event that the UK leaves the EU in a no deal scenario and the Competition (Amendment etc.) (EU Exit) Regulations 2019 come into effect. The CMA will not be bound by the guidance unless and until such events occur. If the UK does not leave the EU in a no deal scenario, the guidance will be withdrawn.
The guidance applies to the CMA’s ongoing and future
(CMA: Guidance on effects of a no deal EU Exit on the functions of the CMA, 18.03.2019)
On March 20, 2019 the Financial Conduct Authority (FCA) published Primary Market Bulletin 22. The Bulletin focuses on key changes to the Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Rules that will be applicable if the UK leaves the EU without an implementation period and summarises the key changes to the relevant FCA Handbook provisions.
In a no-deal scenario the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 will apply. The UK’s primary markets regime after Brexit will apply to all issuers, regardless of their country of incorporation, that have securities admitted to trading, or have applied to admit securities to trading, on a UK regulated market or admitted to listing in the UK, or are making a public offer in the UK. The new rules would (in most cases) immediately apply from exit day in a no-deal scenario and closely mirror existing requirements that issuers would have in the UK or their home state. As a result, the FCA expects issuers to take reasonable steps to comply with these changes for exit day.
Key changes include the following
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Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
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Artificial intelligence (AI) raises many intellectual property (IP) issues.
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We are delighted to announce that Al Hounsell, Director of Strategic Innovation & Legal Design based in our Toronto office, has been named 'Innovative Leader of the Year' at the International Legal Technology Association (ILTA) Awards.
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