Essential Corporate News – Week ending July 13, 2018

Publication | July 13, 2018

Introduction

Welcome to Essential Corporate News, our weekly news service covering the latest developments in the UK corporate world.

Draft Business Contract Terms (Assignment of Receivables) Regulations 2018

On July 6, 2018 the draft Business Contract Terms (Assignment of Receivables) Regulations 2018 were published. These prevent the parties to certain types of contract  from restricting the assignment of receivables.

Regulation 2 of the new draft regulations, made under the Small Business, Enterprise and Employment Act 2015,  provides that, subject to certain exceptions, a term in a contract entered into on or after December 31, 2018 will have no effect to the extent that it prohibits or imposes a condition, or other restriction, on the assignment of a receivable. A receivable is defined as “a right to be paid any amount under a contract (other than an excluded contract) for the supply of goods, services or intangible assets”.

So far as corporate transactions are concerned, Regulation 4 sets out exclusions for specific types of contract, including a term in a contract "entered into for the purposes of, or in connection with, the acquisition, disposal or transfer of an ownership interest in a firm, wherever it is incorporated or established, or of a business or undertaking or part of a business or undertaking, and which includes a statement to that effect". “Firm" in this context has the same meaning as in the Companies Act 2006, meaning any entity that is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association.

The draft regulations must be approved by the Houses of Parliament.

(Business Contract Terms (Assignment of Receivables) Regulations 2018 – 06.07.18)

For more information, see this Norton Rose Fulbright briefing:

 http://www.nortonrosefulbright.com/knowledge/publications/169125/the-government-restricts-bans-on-assignment

LSE: Admission and Disclosure Standards - Consultation on amendments

On July 10, 2018 the London Stock Exchange published N13/18, a consultation on amendments to the Admission and Disclosure Standards. The consultation is part of London Stock Exchange’s ongoing preparatory work in order to launch Shanghai-London Stock Connect Segment, expected later in 2018.

The Shanghai-London Stock Connect Segment will be a segment of the Main Market for depositary receipts representing Chinese A-shares that are listed on the Main Board Market of the Shanghai Stock Exchange. The Shanghai-London Stock Connect is a collaboration between the London Stock Exchange and the Shanghai Stock Exchange which enables investors to access Chinese A-shares through a depositary receipt programme listed on the London Stock Exchange and qualifying London Stock Exchange listed issuers to access Chinese investors in Shanghai by listing a Chinese depositary receipt in Shanghai.

The proposed amendments to the Admission and Disclosure Standards include:

  • A new Schedule 7, and associated amendments, which set out the admission criteria for issuers applying to admit depositary receipts, or with depositary receipts admitted, to trading on the Shanghai-London Stock Connect Segment of the Main Market.
  • Amendments to rule 1.17 requiring issuers to publish price-sensitive information in accordance with the Market Abuse Regulation (as well as in accordance with the rules of their securities regulator) on a regulatory information service.
  • A new rule 2.18 (publication of admission documentation on London Stock Exchange's website) which requires an applicant to provide the London Stock Exchange with a copy of admission documentation as soon as it has been published. The London Stock Exchange may in turn make such documentation available on its website.
  • An amendment to rule 4.17 (cancellation) providing that London Stock Exchange may cancel the admission to trading of an issuer's securities if it is satisfied that there are special circumstances that preclude normal dealings in them.

Responses to the consultation are requested by close of business on September 7, 2018.

(London Stock Exchange Consultation on amendments to the Admission and Disclosure Standards – N13/18 – 10.07.18)

(Attachment to London Stock Exchange Consultation on amendments to the Admission and Disclosure Standards – N13/18 – 10.07.18)


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Raj Karia

Raj Karia

London
Jo Chattle

Jo Chattle

London