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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 | June 2020
On May 27, 2020, the Financial Conduct Authority (FCA) published Market Watch Issue 63 (MW 63) in which the FCA set out their expectations of market conduct in the context of increased capital raising events and alternative working arrangements due to the coronavirus.
MW 63 considers issues in light of listed companies obligations under the Market Abuse Regulation, as well as issues in relation to short selling, managing conflicts when providing corporate finance facilities and market conduct during credit events. Further information can be found in our briefing.
Market Abuse Regulation: UK FCA sets out expectations of market conduct in light of COVID-19
On June 1, 2020, ICSA’s Chartered Governance Institute published a guidance note setting out terms of reference for the Risk Committee of a company seeking to comply with the 2018 UK Corporate Governance Code and which reflect the Guidance on Risk Management, Internal Controls and Related Financial and Business Reporting published by the Financial Reporting Council in September 2014. Significant banks and insurance companies are required to have a separate board Risk Committee, but companies in other sectors sometimes consider it desirable or necessary to have a Risk Committee, separate from the board Audit Committee.
While the duties of the Risk Committee need to be tailored to the needs of the individual company as the risks associated with the operational activities of each company will be specific to that company, the outline terms include the following:
(ICSA, Terms of reference for the Risk Committee – Guidance note, 01.06.2020)
On June 1, 2020, the ICAEW published an introduction to the law on dividends and to the role and content of the Guidance on realised and distributable profits (TECH 02/17BL) issued by the ICAEW and the Institute of Chartered Accountants of Scotland in April 2017. It is aimed at readers such as directors who are not accountants, to inform them about the subject generally and to make TECH 02/17BL and its principles more widely accessible.
The introduction covers the following:
On June 1, 2020, the Department for Business, Energy and Industrial Strategy (BEIS) published a policy paper setting out the UK government’s position on the directors’ sign-off of accounts of companies subject to the requirements of the Transparency Directive (implemented through the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority) and the European Single Electronic Format (ESEF) Regulation. The ESEF Regulation came into force on June 18, 2019 and applies to consolidated annual accounts for financial years beginning on or after January 1, 2020 prepared in accordance with International Financial Reporting Standards by companies with securities admitted to a regulated market. When published under the Transparency Directive, these accounts need to be prepared in electronic format (XHTML format with iXBRL tagging).
The electronic formatting requirements in the ESEF Regulation can be applied after the directors have signed off the accounts and the policy note states that the UK government’s view is that:
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Cross-border acquisitions and investments increasingly trigger foreign direct investment (FDI) screening requirements.
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