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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 2019
On March 27, 2019 the European Securities and Markets Authority (ESMA) published a new document containing nine Q&As relating to the Prospectus Regulation (Regulation EU 2017/1129). These Q&As have been published in a new document to separate them from ESMA’s Q&As published in relation to the Prospectus Directive.
The purpose of the Q&As is to promote common supervisory approaches and practices in the application of prospectus supervision, and to provide guidance as to how national competent authorities will interpret the Prospectus Regulation. They will also help parties manage the transition from the Prospectus Directive to the Prospectus Regulation (the final provisions of which come into effect on July 21, 2019) by clarifying the effect of the Prospectus Regulation on current and prospective prospectuses.
The Q&As relate to the following
(ESMA, Questions and answers on the Prospectus Regulation, 27.03.19)
On March 27, 2019 the Association for Financial Markets in Europe (AFME) published model wording setting out the selling restrictions for equity transactions for use following a no-deal Brexit or a Brexit with a deal or transitional period, as applicable. The wording covers the selling restrictions most frequently used in practice, being an EEA public offer selling restriction covering public offers in the EEA and a new UK public offer restriction.
The following are provided
If there is a deal, AFME anticipates that no further changes will be required to the language to reflect the full implementation of the new Prospectus Regulation. If there is no deal, then AFME notes that the UK’s policy is to implement the Prospectus Regulation but it states that it is unclear whether there will be a timing mismatch between the EU 27 and the UK regarding implementation. It intends to review the impact of these issues in July 2019.
(AFME, Selling restrictions for equity (EEA and UK), 27.03.19)
On March 26, 2019, the Business, Energy and Industrial Strategy Committee of the House of Commons published a report which provides an update on trends on executive pay and examines the Government’s performance in addressing the pay gap between chief executives and company performance and employee pay.
The report includes a number of recommendations including the following
(BEIS Committee, Executive rewards: Paying for success, 18th report of session 2017-19, 26.03.19)
On March 25, 2019, the Code Committee of the Takeover Panel published Instrument 2019/2 which makes consequential and minor amendments to the Takeover Code.
The amendments include the following
Since the amendments to the Takeover Code set out in Instrument 2019/2 have either been made as a consequence of changes to legislation or do not materially alter the effect of the provisions in question, the amendments have been made without formal consultation and come into effect from April 1, 2019.
(Takeover Panel, Instrument 2019/2, 25.03.19)
(Takeover Panel, Statement 2019/6, Amendments to the Takeover Code, 25.03.19)
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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