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Blockchain law: Beyond our borders
Legal developments concerning blockchain and digital assets are not limited to the English-speaking world or to common-law jurisdictions.
Global | Publication | September 11, 2015
Welcome to Essential Corporate News, our weekly news service covering the latest developments in the UK corporate world.
On September 4, 2015 the Financial Conduct Authority (FCA) published its tenth quarterly consultation paper. Chapter 8 of the consultation paper sets out several proposals for amendments to the Listing Rules (LR), Prospectus Rules (PR) and Disclosure and Transparency Rules (DTR), including the following:
Cancellation provisions in the Listing Rules
Changes to requirements on audit committees
The FCA anticipates that its proposed new rules will come into effect in June 2016 for financial reporting periods beginning on or after June 17, 2016. To assist issuers to prepare to meet the new requirements, the FCA proposes that the changes to DTR 1B and DTR 7.1 apply to financial years starting after the date of application of the new EU regulatory framework, i.e. for financial years beginning on or after June 17, 2016. This means that issuers with a financial year starting on or after June 17, 2016 will be subject to the new DTR requirements, whereas issuers with financial years beginning before June 17, 2016 will be subject to the existing DTRs until the end of that financial year.
Prospectus Rules amendments pursuant to regulatory technical standards
The FCA requests comments by October 5, 2015 in relation to the proposed changes to the PR and by November 5, 2015 in relation to the proposed changes to the LR and DTR.
On September 7, 2015 the Home Office published draft regulations that have been submitted to Parliament for approval under the Modern Slavery Act 2015 (the Act). The draft regulations prescribe that commercial organisations with a total turnover of at least £36m will be required to publish a slavery and human trafficking statement every financial year under section 54 of the Act. They also set out how the total turnover of a commercial organisation is to be calculated.
The regulations set out that a commercial organisation’s total turnover is the turnover of that organisation and the turnover of any of its subsidiary undertakings. The definition of subsidiary undertakings reflects that already used in section 1162 Companies Act 2006. Turnover means the amount derived from the provision of goods and services, deducting any trade discounts, value added tax and any other taxes based on the amounts so derived.
The Home Office will publish guidance in relation to the duties imposed on commercial organisations under section 54 of the 2015 Act ahead of those duties coming into force.
On September 8, 2015 the Investment Association published a press release announcing the creation of a working group, the Executive Remuneration Working Group, to bring forward proposals for a radical simplification of executive pay.
The Investment Association notes that concern has been mounting in the investment industry, on company boards and among executives themselves that pay structures are becoming too complex, leading to a lack of clear incentives for company management to act in the best long term interests of the companies themselves and their investors. The Executive Remuneration Working Group brings together senior representatives from the investment community and the corporate world to address the issue.
The Executive Remuneration Working Group is expected to bring forward proposals in the spring of 2016.
(The Investment Association, Press Release: Executive Remuneration Working Group, 08.09.15)
On September 7, 2015 the G20/OECD published a new set of corporate governance principles (Principles). The Principles, last revised in 2004, maintain many of the recommendations from earlier versions as continuing essential components of an effective corporate governance framework. They also introduce some new issues and bring greater emphasis or additional clarity to others. While some of the Principles may be more appropriate for larger than for smaller companies, it is suggested that policymakers may wish to raise awareness of good corporate governance for all companies, including smaller and unlisted companies.
The Principles provide guidance through recommendations and annotations in six chapters:
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Legal developments concerning blockchain and digital assets are not limited to the English-speaking world or to common-law jurisdictions.
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