Publication
Keeping your dawn raid guidance current
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
United Kingdom | Publication | April 2019
On April 9, 2019, the draft Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 were published together with a draft explanatory memorandum and transposition note. The draft regulations implement Article 9a (right to vote on a company’s remuneration policy) and Article 9b (information to be provided in and right to vote on the remuneration report) of the Shareholder Rights Directive (2007/36/EC), as amended by Directive (EU) 2017/828 (SRD II). These provisions need to be implemented by Member States by June 10, 2019.
Most of the requirements on directors’ remuneration reporting contained in SRD II are already implemented in UK law but, in order to implement Articles 9a and 9b of SRD II to the extent that they are not already implemented, the draft regulations amend the Companies Act 2006 and the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008. The amendments include extending the scope of the UK’s existing executive pay framework to cover unquoted traded companies as well as quoted companies.
Other changes being introduced to the existing executive pay framework include the following:
If approved, the draft regulations will come into force on June 10, 2019.
On April 10, 2019, the Department for Business, Energy and Industrial Strategy published a consultation paper, a “Call for Views”, as part of the review by Sir Donald Brydon into the quality and effectiveness of audits in the UK.
The Call for Views notes that the Brydon review is primarily interested in questions around the purpose, scope and quality of audit, rather than the specific role of the audit regulator or the market through which audit services are provided, but it does invite input on some of the matters that the independent review of the Financial Reporting Council by Sir John Kingman and the Competition and Market Authority’s ongoing market study into the statutory audit market have highlighted, such as the recommendations in Sir John’s report concerning companies’ internal control systems.
The Call for Views covers the following areas
Responses to the Call for Views are requested by June 7, 2019. It is noted that there are likely to be further Calls for Views and the need for deeper research as Sir Donald Brydon develops his conclusions.
(BEIS, Independent review into the quality and effectiveness of audit, Call for Views, 10.04.19)
On April 4, 2019 the Takeover Panel and the Code Committee published Instrument 2019/3 which makes amendments to the Takeover Code following the consultation on PCP 2018/2.
When the Takeover Panel published RS 2018/2 on March 6, 2019, it stated that while it was setting out the amendments to the Takeover Code it intended to adopt in the Response Statement, it would not make the relevant rule-making Instrument until there was greater certainty as to the arrangements for the UK’s withdrawal from the EU. Instrument 2019/3 makes those amendments and will take effect on exit day, within the meaning of section 20 European Union (Withdrawal) Act 2018.
(Takeover Panel, Instrument 2019/3 – the UK’s withdrawal from the EU, 04.04.2019)
Publication
Unannounced inspections or ‘dawn raids’ are used by antitrust authorities to obtain evidence when there are suspicions that individuals or businesses have infringed the antitrust rules.
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The EU Foreign Subsidies Regulation, or FSR, is intended to prevent or remedy distortions of the EU internal market caused by “foreign” – meaning non-EU – subsidies benefitting companies active in the EU.
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The English High Court has given its judgment in the legal battle between FW Aviation (FWA) and VietJet Aviation Joint Stock Company (VietJet). This case revolved around the enforcement of leasing agreements for four Airbus aircraft and the alleged interference by VietJet in the aircraft’s repossession in Vietnam.
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