And so we have it – one of the most important company law judgments of recent years: BTI 2014 LLC v Sequana SA & Ors [2022] UKSC 25. The existence of the common law ‘creditor duty’ (also known as the ‘rule in West Mercia’ after the case West Mercia Safetywear v Dodd [1988] BCLC
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Malta: MFSA publishes new corporate governance code
Earlier this year – in March, to be precise – I noted that the Malta Financial Services Authority was consulting on a new corporate governance code that would cover all unlisted MFSA authorised entities. The consultation has since ended and the new code published: see here (pdf).
G20/OECD Principles of Corporate Governance – consultation on proposed revisions
The OECD has published for consultation the revisions it proposes to make to the G20/OECD Principles of Corporate Governance: see here (pdf). The public consultation ends later this month on the 21st. Amongst the revisions is a proposed new chapter on sustainability and resilience.
UK: The directors' duty to consider the interests of creditors – Supreme Court judgment this week in BTI case
After an unplanned break from blogging, I am happy to return with news that, on Wednesday this week (October 5), the UK Supreme Court will deliver its judgment in BTI 2014 LLC v Sequana SA [2022] UKSC 25. The court was required to consider, to quote directly from its summary, whether “the trigger for…
UK: FRC publishes guidance on running effective AGMs and other general meetings
The Financial Reporting Council has, for the first time, published specific guidance on the effective running of AGMs and other general meetings by listed companies: see here (pdf). The guidance contains, in total, seven principles that are organised within four time periods: before the meeting; during the meeting; after the meeting; and engagement…
UK: The Financial Services and Markets Bill
The Financial Services and Markets Bill was introduced in Parliament yesterday, receiving its First Reading in the House of Commons. A copy of the Bill, as introduced, is available here (pdf). Accompanying the Bill are various publications, including explanatory notes, a delegated powers memorandum and a human rights memorandum – these can…
UK: England and Wales: prejudicial, but not unfair
A good illustration that, in order to succeed in bringing a claim for unfair prejudice, the claimant must establish both unfairness and prejudice, is provided by the recent High Court judgment Hussain v Hussain [2022] EWHC 1880 (Ch). Chief ICC Judge Briggs found that conduct agreed to be prejudicial (withdrawals in excess of declared…
FSB progress report – Roadmap for addressing financial risks from climate change
The Financial Stability Board has recently published a progress report for its Roadmap for Addressing Financial Risks from Climate Change: see here (pdf). The report notes “encouraging progress” in respect of all four blocks of the Roadmap (firm-level disclosures; data; vulnerabilities analysis; and regulatory and supervisory practices and tools).With regard to firm-level…
UK: FRC publishes audit quality inspection and supervision results
The Financial Reporting Council has today published its annual inspection and supervision results for the seven largest audit firms (BDO, Deloitte, EY, Grant Thornton, KPMG, Mazars and PwC): see here. Three quarters of audits have been rated good or requiring limited improvement; however, at two audit firms – Mazars and BDO – the results…
UK: Secondary Capital Raising Review – report published
The UK Secondary Capital Raising Review, which launched last October, has today published its report and recommendations: see here (pdf). A summary is available here. The Financial Conduct Authority has welcomed the report: see here.