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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 | September 2019
On September 6, 2019 the Financial Conduct Authority (FCA) published its quarterly consultation paper 25 (CP19/27) proposing various amendments to the FCA Handbook.
CP19/27 requests feedback on several proposals, including:
Some of the proposed Brexit changes will only come into effect if the UK leaves the EU on October 31, 2019 without an implementation period and the FCA requests responses on these proposed Brexit-related changes, the amendments to the Supervision manual and certain of the other proposals by October 4, 2019. In relation to the consultation on the Handbook amendments to update references to the UK Corporate Governance Code, to the proposed changes to the DTRs to implement the European Single Electronic Format and to certain of the other proposals, responses are requested by November 1, 2019.
(FCA: CP19/27 - Quarterly Consultation paper 25, 06.09.19)
(FCA: CP19/27 - Quarterly Consultation paper 25 press release, 06.09.19)
On September 6, 2019 the Quoted Companies Alliance (QCA) and Henley Business School published a research report “The Role of Non-executive Directors in Growth Companies” (Report). The Report is intended to highlight the very different role that Non-executive Directors (NEDs) play in growth companies when compared to the largest companies on the stock market.
The findings of the Report highlight not just the difference between small and large companies but also provide insights about how the role, and skills required, of NEDs in growth companies vary greatly (with size, complexity, type of ownership and stage of development all having an influence over the type of Chair and NED that can add value).
The Report highlights three key aspects of the NED role in, and contribution to, growth companies:
(QCA: The role of non-executive directors in growth companies, 06.09.19)
On September 6, 2019 the Prospectus (Amendment etc.) (EU Exit) Regulations 2019 (Regulations) were made and published alongside an explanatory memorandum. The Regulations follow the new EU Prospectus Regulation, the majority of provisions of which came into force on July 21, 2019, to ensure that the UK’s prospectus regime would continue to operate effectively in the event that the UK leaves the EU without a deal.
The Regulations amend the Prospectus Regulation and related Commission delegated regulations (as retained EU law) and certain pieces of UK legislation, in addition to containing amendments to the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019.
The Regulations largely preserve the existing regime as it currently applies to issuers in the UK, and do not make policy changes, other than those necessary to reflect the UK’s new position outside the EU.
Amendments set out by the Regulations include:
The Regulations came into force in part on September 6, 2019 with the remaining provisions due to come into force either immediately before ‘exit day’ or on exit day.
(HM Treasury: Prospectus (Amendment etc.) (EU Exit) Regulations 2019, 06.09.19)
(HM Treasury: Prospectus (Amendment etc.) (EU Exit) Regulations 2019 explanatory memorandum, 06.09.19)
On September 10, 2019 HM Treasury published the Competition (Amendment etc.) (EU Exit) (No 2) Regulations 2019 (Regulations), together with an explanatory memorandum.
The Regulations are made in order to correct certain deficiencies in competition legislation arising from the UK’s exit from the EU without a deal. Amendments are made to the Competition Act 1998, the Enterprise Act 2002 and the Competition (Amendments etc.) (EU Exit) (Regulations 2019, amongst other instruments.
The Regulations address UK-related commitments made by parties under merger control and competition investigation procedures and aim to ensure that any commitments made prior to exit day relating to the supply or acquisition of goods or services in the UK are preserved.
The Regulations grant UK competition authorities the power to monitor and enforce these commitments, largely mirroring those powers which currently apply under UK competition enforcement and if the UK leaves the EU in a no-deal scenario, the Regulations require the Competition and Market Authority to publish guidance on this issue.
The Regulations also amend the saving and transitional provisions of the Competition (Amendment etc.) (EU Exit) Regulations 2019 to clarify the law and procedure to be applied in private law claims which involve breaches of both domestic and European prohibitions as well as claims involving behaviour which spans exit day.
(HM Treasury: Competition (Amendment etc.) (EU Exit) (No 2) Regulations 2019, 10.09.19)
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