Essential Corporate News – Week ending August 7, 2015

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On August 3, 2015 HM Treasury published for comment the draft Transparency Regulations 2015. The draft regulations follow the Implementation of the Transparency Directive Amending Directive, a joint consultation paper published by HM Treasury and the Financial Conduct Authority (FCA) on March 20, 2015, which contained proposed amendments to the Financial Services and Markets Act 2000 (FSMA) and the Disclosure and Transparency Rules (DTRs) in order to implement the final remaining provisions of Directive 2013/50/EU (the Directive).

The proposed amendments to FSMA are as follows:

• Regulation 2 removes sub-section 89A(3)(b) as comparable instruments fall within the scope of the Directive and are therefore covered by sub-section 89A(2).
• Sub-section 89C(2)(c) and section 89E are also removed due to the revocation of Articles 16(3) and 19(1) of the Directive.
• Sub-section 89F(1)(b)(iii) is also replaced by Regulation 2, with reference to the conditions set out in Article 13(1)(a) or (b) of the Directive, which determines whether notification requirements apply to a financial instrument.
• Regulation 4 adds a new section, section 89NA, which allows the FCA to apply to the court to make a voting rights suspension order against a person who has contravened the requirement in the Directive to notify changes in major shareholdings. The section also sets out what the court may take into account when making such a decision.
• Regulation 4 inserts another new section, section 391B, which gives the FCA discretion to delay publication of any sanctions for infringing the Directive or to make any such publication anonymous.
• Regulations 5 and 6 make significant amendments to definitions in Part VI of the FSMA.

Comments on the draft regulations should be submitted to HM Treasury by September 4, 2015.

Regulations 1, 3, and 7 are intended to come into force on November 1, 2015. Regulations 2 and 5 also come into effect on this date for the purpose of making rules under Part VI of the FSMA and with the rest of the provisions coming into force on November 26, 2015. Regulations 4 and 6 also come into effect on November 26.

(HM Treasury, Draft Transparency Regulations 2015, 08.15)