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Let's talk antitrust: Discussing recent cases and emerging competition issues
Recent cases and judgments have shone a light on some emerging themes and trends that companies will want to consider as part of their risk management framework.
United Kingdom | Publication | March 2020
On March 16, 2020, the Financial Reporting Council (FRC) published guidance on issues arising from the spread of the coronavirus for companies proposing to report their financial results in the coming months, and for auditors. This follows advice for companies previously published by the FRC on the disclosure of risks and other consequences arising from the coronavirus.
While the FRC accepts that there may be practical difficulties in preparing accounts and carrying out audits, it continues to want high-quality audits delivered and required audit standards complied with, so notes that delays in corporate reporting may be needed to enable audits to be completed. It comments that it is in regular contact with the largest audit firms and is considering what advice and guidance it can give to auditors in the coming months.
The guidance states that auditors will need to consider the impact of COVID-19 on:
So far as engagement with companies is concerned, the FRC suggests that:
(FRC: Guidance on audit issues arising from the Covid-19 (Coronavirus) pandemic, 16.03.20)
On March 17, 2020, the Chartered Governance Institute of the Institute of Chartered Secretaries and Administrators (ICSA), with organisations including the Financial Reporting Council, published a Guidance Note for companies planning their AGM in light of the spread of the Coronavirus. This has been reviewed by the Department for Business, Energy and Industrial Strategy (BEIS).
While noting that companies will need to consider their individual circumstances, including their articles of association and other relevant matters, the Guidance Note states that companies effectively have five options (although, as the situation evolves, more than one option may be appropriate):
The Guidance Note offers suggestions reflecting UK company law and regulation in relation to each of these options and suggests measures that companies should consider in relation to each.
(ICSA, AGMs and impact of Covid-19, Guidance Note, 17.03.20)
On March 17, 2020 the Financial Conduct Authority (FCA) published a special edition of their Primary Market Bulletin (PMB) to provide commentary for issuers and market participants in light of the COVID-19 pandemic. The FCA states that it will keep the matters in the PMB under consideration and the information updated, with the FCA’s core focus being to ensure consumers are protected and markets continue to function well.
The PMB covers the following:
(FCA, Primary Market Bulletin, Issue No 27 – Coronavirus update, 17.03.20)
On March 12, 2020, Transparency International UK published a report which includes practical and implementable guidance for companies on corporate anti-risk disclosures across five areas that are at high risk of corporate corruption. The report also includes the business case for corporate governance and anti-corruption transparency, as well as responses to some of the legal challenges that might inhibit companies from disclosing information.
The report calls on companies to do the following in terms of disclosures:
The report provides guidance for companies on these areas and it highlights current best practice and good practice examples of disclosures to assist companies further.
Video
Recent cases and judgments have shone a light on some emerging themes and trends that companies will want to consider as part of their risk management framework.
Publication
After a lacklustre finish to 2022 when compared to the vintage year for M&A that was 2021, dealmakers expected 2023 to see the market continue to cool in most sectors, in response to the economic headwinds of rising inflation (with its corresponding impact on financing costs), declining market valuations, tightening regulatory scrutiny and increasing geopolitical tensions.
Publication
On 18 September 2023, the CMA published its Initial Report (Initial Report) on AI Foundation Models (FM), supplemented in April 2024 with the publication of its “Update Paper” focused on potential antitrust risks associated with FMs and a “Technical Update Report” providing more detail on the development on FMs (collectively the “Reports”). Below, we consider these CMA publications.
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