Corporate Update
February 2010Welcome to the latest edition of the Corporate Update from Steptoe & Johnson.
The articles are intended to be an insight but do not provide a comprehensive view from an English law perspective. If any of these articles are of interest to you and you would like more information on how the issues in question could affect your business, please contact Michael Thompson or your regular Steptoe contact and we would be delighted to discuss the matter with you further.
We welcome your feedback and suggestions for future editions.
1. The New UK Listing Regime
Following a two-year detailed review by the Financial Services Authority (FSA) of the UK Listing Rules and the UK listing regime the FSA has within the past few months published the changes to the Listing Rules which implement its review. This results from an expedited approach by the FSA to implementing these new measures and revamping the UK listing regime after successful lobbying by certain UK public companies.
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2. Schemes of Arrangement in Takeovers
Schemes of arrangement have increasingly become the structure of choice for effecting recommended takeovers, all-share mergers between companies of a similar size and larger deals where the consideration is to be satisfied in cash. A scheme of arrangement enables a company to make a compromise or arrangement with its shareholders or creditors. This article briefly considers certain factors which may make a scheme more attractive than an offer from a bidder’s perspective in the context of a takeover, as well as certain disadvantages which may make it more appropriate for a bidder to proceed with a takeover by way of an offer.
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3. Right of Recovery of UK Stamp Duty Reserve Tax
A decision of the European Court of Justice (ECJ) issued in the last quarter of 2009 gives rise to a right to reclaim UK stamp duty reserve tax (SDRT) (usually 1.5%) paid on the issue of UK securities into an EU clearance service or depositary receipt system.
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4. An Update on the Parent Liability for Antitrust Violations of Subsidiaries
A recent ruling of the European Court of Justice clarifies the presumption of joint and several liability of parent companies for cartel infringements committed by their wholly-owned subsidiaries. The attribution of liability has major implications for the level and payment of any fines imposed by the European Commission for such infringements, which can be up to 10% of a parent company's global turnover.
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5. 2009 UK Anti-Corruption Year In Review
The year 2009 saw a number of notable developments in the regulation, enforcement and reform of the UK anti-corruption laws, which have continued into the early part of this year. UK regulators have imposed a number of large penalties recently against UK companies for foreign bribery-related offences, and continued their focus on prosecution of individuals involved in overseas corruption. In some cases those cases have been pursued in close coordination with prosecutors in the United States and other jurisdictions. The Government also introduced in Parliament new legislation that would comprehensively revise and expand the UK’s domestic and overseas anti-bribery laws. The following is a brief recap of the key developments from 2009 and early 2010, including an update on the progress of the Bribery Bill in Parliament.
