12 March 2019
Latest Shake-up of the Remuneration Provisions for Banks and Investment Firms Part 2: Banks and credit institutions
After over two years of debate, agreement has finally been reached on the proposed directive amending the Capital Requirements Directive (which is generally being titled CRD5 ), and the European Council has published its final text. As detailed in our previous briefing ( Part 1 ), however, the...
11 March 2019
Latest Shake-up of the Remuneration Provisions for Banks and Investment Firms Part 1: Investment Firms
Agreement has now been reached between the European Parliament, the Commission and the Council on the final texts of two Directives which will impact on the remuneration provisions which apply to banks and investment firms. The first is the Investment Firms Directive ( IFD ), which will introduce a...
11 March 2019
International Financial Law Review (IFLR): M&A Report 2019
Herbert Smith Freehills was the lead contributor to International Financial Law Review's (IFLR's) M&A Report 2019 in which our leading M&A lawyers share their views on the main themes that will dominate M&A in 2019 as well as M&A market activity and the outlook for Germany, Hong...
07 March 2019
Regulator's annual funding statement raises the funding bar
The Pensions Regulator has published its 2019 annual funding statement for defined benefit (DB) schemes. The statement: reflects the Regulator's tougher approach confirms the Regulator's focus on reducing the length of deficit recovery plans and requiring schemes to set a long term funding target,...
05 March 2019
EU Regulation on the screening of foreign direct investment enters into force
Today, 5 March 2019, the Council of Ministers of the EU officially endorsed legislative proposals for a Regulation to screen foreign direct investment (" FDI ") into the EU (the " Regulation "). The Council's endorsement signals the successful passing of the Regulation through the full co-...
01 March 2019
The duty to consider creditors
In high stakes restructurings, directors can be under significant pressure from different parts of the capital structure to take (or refrain from taking) certain actions. It is critical that the board understands whether it owes duties to members or creditors (or both). For such an important issue...
26 February 2019
CAT upholds fine imposed on Electro Rent for breach of interim order – enforcement in gun jumping cases remains a priority
On 11 February 2019 the Competition Appeal Tribunal (CAT) upheld the CMA's first infringement decision for breach of an interim order imposed on a completed merger under investigation. Electro Rent had served a break notice on the lease of its UK premises without first seeking the CMA's consent and...
21 February 2019
EIOPA issues Brexit advice - some good news for UK insurers and intermediaries?
Recommendations issued on Tuesday by EIOPA emphasise the importance of safeguarding policyholders in the event of a "no deal" Brexit. Encouragement given to EEA states to help UK insurers meet their obligations to EEA policyholders is particularly welcome. In some areas, EIOPA has provided explicit...
20 February 2019
HKMA turns up the heat and announces consultation on IBOR transition
On 12 February 2019, the Hong Kong Monetary Authority ( HKMA ) announced in a briefing to the Legislative Council Panel on Financial Affairs that the Treasury Markets Association ( TMA ) will hold a long-awaited consultation this quarter on alternative reference rates. The announcement follows...
08 April 2019
NSWCA highlights 'med-arb' pitfalls
The New South Wales Court of Appeal has recently affirmed the importance of strict compliance with legislative requirements when arbitrators seek to assume the role of mediator during the course of arbitration proceedings – otherwise known as ‘med-arb’. 1
05 April 2019
Patent and Pharma Update, April 2019
Key recent developments in the United Kingdom and Europe relating to patents and the pharmaceutical sector This issue reports on the recent UK Supreme Court decision in the tadalafil case, which foreshadows how English courts will probably respond to issues of obviousness arising from patents...
04 April 2019
Regulating the barrel to stop the bad apples
Franchisors and investors in them are the subject of criticism in the latest Australian Parliamentary Joint Committee on Corporations and Financial Services ‘Fairness in Franchising’ report, and should expect some serious changes to the Australian Franchising Code of Conduct.
04 April 2019
Whitewash win for the ACCC
The Geowash decision is yet another recent reminder of the ACCC’s intention to closely regulate and scrutinise franchisor conduct. It also provides the ACCC with a valuable precedent in supporting a relationship between a breach of the ACL and good faith obligations under the Code.
29 March 2019
A final conclusion? The Federal Court dismisses the Finders Resources judicial review proceedings
In its decision in Eastern Field Developments Limited v Takeovers Panel  FCA 311, the Federal Court has dismissed the application by Eastern Field Developments Limited for judicial review of the Review Panel’s decision in Finders Resources Limited 03R  ATP 11. This means, that absent an...
29 March 2019
ASIC’s corporate finance report – July to December 2018: Insights and guidance on ASIC’s regulatory focus for public M&A
We delve into the corporate finance report published in March by ASIC, with a focus on ASIC’s public M&A related activities over the second half of 2018 and the future areas of ASIC’s regulatory focus.
29 March 2019
Depositary arrangements and the headcount test: the Federal Court’s decision in the Tronox scheme
Share depositary systems are used to enable electronic settlement of share trades and to enable shares issued in one jurisdiction to be traded in another jurisdiction. They usually work so well as to be virtually invisible. Not all of them, however, capture the necessary information about voting...
29 March 2019
4th Edition ASX Corporate Governance Principles and Recommendations
The ASX Corporate Governance Council has released the final version of the 4 th Edition Corporate Governance Principles and Recommendations. Listed entities will need to consider what steps they need to take in order to be compliant with the 4 th Edition.
28 March 2019
Cyber Security Quarterly Round-Up, March 2019
If the first quarter of 2019 is anything to go by, cyber security risk is still a high-ranking board agenda item with no sign of abating and the regulatory landscape is becoming ever more complex as we strive to respond and mitigate the risks of cyber incidents. We provide a summary of the key...