Down the Wire
The latest news on law and regulation in the capital markets
Blog Authors
Latest from Down the Wire
A Step Closer to a Global Reporting Standard for Corporate Sustainability Disclosures
Companies will long be familiar with the Financial Conduct Authority’s rules on climate disclosure (LR 9.8.6 R (8) and LR 14.3.27 R). The FCA now intends to consult on updating these TCFD-aligned disclosure rules in light of 2 new IFRS Sustainability Disclosure Standards (ISSB standards) published by the International Sustainability Standards Board (ISSB).
The new…
German Federal Court Paves the Way for Stock Price Evaluations for Corporate Appraisals and Appraisal Disputes
By Kai Mertens
The German Federal Court (Bundesgerichtshof – II ZB 12/21) has rendered a landmark decision in an appraisal dispute (Spruchverfahren) allowing the evaluation of enterprises based on their stock price for German corporate reorganisation measures. This decision can make appraisals of undertakings involved in a post-merger scenario much easier. It may solve many appraisal…
Glass Lewis publishes UK proxy voting guidelines for 2023
By Susan Flint & Nina Driver
Glass Lewis has published it 2023 proxy voting guidelines for the UK (the “2023 Guidelines”). The full guidelines can be read here. Updates made in the 2023 Guidelines reflect the trending topics at the forefront of investors and issuers’ minds, including oversight of climate and other environmental and social risks and board diversity and…
Cross-Border Corporate Transformations in Germany – Important Changes Ahead
By Kai Mertens
Germany will implement the EU company law directive (EU) 2017/1132 (latest government proposal: https://dserver.bundestag.de/btd/20/038/2003822.pdf). The new law will serve as a basis for EU-wide corporate mergers, divisions and transformations of German companies. In addition, it will provide for essential improvements to mergers and other company reorganizations. Below are some key topics and changes.…
General Assemblies in Germany – Virtual or Physical?
By Kai Mertens & Susan Flint
Abandoning the Covid-19 concept, Germany has set a new standard for virtual shareholder meetings. The German 2023 general assembly season will be a new legal venture – companies and investors need to prepare.…
Proposed Changes To Secondary Fundraisings
The UK Secondary Capital Raising Review has made a number of recommendations which, when implemented, will make secondary fundraisings by companies admitted to the Official List significantly quicker, cheaper and easier.
The Review seeks to be “bold and brave” and indeed, it is.…
Focus on ESG Disclosures Ramping Up – Examples From the US
The U.S. Securities and Exchange Commission (“SEC”) announced in March 2021 the formation of a Climate and ESG Task Force in the Division of Enforcement with a mandate to identify material gaps or misstatements in issuers’ ESG disclosures.…
Diversity & Inclusion Reporting for Listed Companies
The Financial Conduct Authority (FCA) has published amendments to the Listing Rules and the Disclosure Guidance and Transparency Rules which implement mandatory board and executive management-level diversity and inclusion reporting.…
In Clear Sight: Nowhere to Hide?
By Andrew Glaze
The Government has published the Corporate Transparency and Register Reform White Paper which will significantly transform the corporate landscape and assist in the fight against economic crime.
Key areas of proposed reform include the following:…