Possibly permissible but certainly ill-advised

AIM company director buys shares a month before possible takeover announced – and three weeks after bidder first made indicative offer

Kay Review of UK Equity Markets and Long-Term Decision Making: Interim report published

Review is looking at how “investors, shareholders, regulators and the boards of UK quoted companies can best serve the long-term interests of British business and the economy”

UPDATE 23 July 2012: The final report of the Kay Review has been published today. See this post.

No more virtual bids: Dragon / Bowleven show new takeover rules in action

Putting companies under siege is a thing of the past

Barclays named as the bank operating “two aggressive tax avoidance schemes” that the Government will close

HM Treasury announces retrospective legislation to close “highly abusive” schemes

Glasgow Rangers censured for “deliberate, negligent or reckless attitude” to the PLUS Stock Exchange Rules

Club fined £50,000 for failing to disclose that Craig Whyte had been disqualified from acting as a director for seven years

FSA to approved persons: Your duty to us trumps your duty to your employer

Regulator emphasises that an approved person must “be the dog that barks”

Magic Circle law firms would be in FTSE 100 if they floated

FT quotes Europa Partners study: A&O would be valued at £2.6 billion and Slaughters’ partners would make £8 million

College of Law set to be bought by private equity firm

The Sunday Times says that Montagu Private Equity will pay £200 million, business and charity will be split

UPDATE 17 April 2012: The College’s sale to Montagu has been confirmed; see this post.

Is “Occupy” Right?

Terry Smith, chief executive of Tullett Prebon and author of “Accounting for Growth”, on why the big banks should be split, securitisation banned and the Big Bang reversed

ESMA publishes discussion paper on key concepts of the Alternative Investment Fund Managers Directive and types of AIFM

European Securities and Markets Authority will use consultation responses to develop regulatory technical standards for the AIFMD

European directive adopted on the accounting and financial reporting requirements of micro-enterprises, now needs to be transposed into national law

Directive aims to “relieve micro-enterprises from red tape”

UPDATE 24 March 2012: Following the EU’s adoption of the Directive on micro-entity reporting in February 2012, the Government has now announced that it intends to take advantage of the new EU regime and will consult on implementation in due course. See this post for details.

The Council of the EU and the European Parliament on 21 February 2012 adopted a “Directive on the annual accounts of certain types of companies as regards micro-entities“. From the Council’s press release:

“The new provisions have the potential to significantly reduce administrative bureaucracy for those companies not exceeding the limits of two of the following criteria: a balance sheet total of EUR 350 000, a net turnover of EUR 700 000 and an average of ten employees during the financial year.

The directive will allow EU member states to exempt micro-enterprises from the publication of annual accounts. This optional exemption will be compatible with national obligations to keep records showing the company’s business transactions and financial situation.”

The Directive will come into force on the twentieth day following its publication in the Official Journal and EU member states will then have to transpose the Directive into their national law.

See also: Creating a category of “micro entity” for accounting purposes: Revision to EU law agreed and so UK proposals can be advanced

Simpler financial reporting for the smallest businesses?

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Short selling and CDS regulation adopted, will apply from 1 November 2012

Regulation introduces common EU disclosure requirements on short selling and “harmonises the powers that regulators may use in exceptional situations where there is a serious threat to financial stability”

UPDATE 20 April 2012: ESMA publishes final technical advice on delegated acts under the new short selling and credit default swaps regulation here.

UPDATE 26 March 2012: The Regulation has now been published in the Official Journal and the final text is here. The Regulation will apply from 1 November 2012, with some transitional provisions as set out in Articles 46 and 48 of the Regulation.

UPDATE 30 March 2012: ESMA has published draft regulatory and implementing technical standards for the Regulation. ESMA press release here and draft standards here.

ESMA discussion paper on technical standards for the European Market Infrastructure Regulation

European Securities and Markets Authority consultation on detailed rules for the EMIR

Dividend policy information may be inside information

First Q&A from ESMA on the operation of the Market Abuse Directive

US lawyers attempt to sue LexisNexis and Westlaw for ripping off their work

Strking a blow for content providers everywhere…

Serious Fraud Office apologises to Tchenguiz

Admits errors, blames it on being “extremely busy”…

EU Venture Capital passport: state of play

“EuVECA”: Aim is for the European Council and Parliament to reach agreement by June 2012

Hope he didn’t have to pay the bill as well

City high-flyer in court battle over a ‘£1.7m lunch’ – Daily Mail

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Google Finance offers real-time share prices from the London Stock Exchange

Bad news for Reuters as Google disintermediates subscription-based information providers

Things we don’t need: European Commission launches consultation on the future of European company law

“The Commission …wants to check the pulse of stakeholder opinion on the purpose of European company law, and on its future”

That Lloyds bonus clawback – no one did anything wrong! “The Board wishes to emphasise that its decision is based entirely on the principle of “accountability” and in no way on culpability or wrong-doing by the individuals concerned.”

Technically not a clawback but a reduction in the number deferred shares to be awarded following the PPI debacle

The Banking Industry: where it all went bad

Andrew Haldane, Executive Director for Financial Stability at the Bank of England, writes in the London Review of Books on the failures of financial sector governance

CLLS Company Law Committee minutes for July, September, November 2011

Extracts of interest

The audit committee and the board’s responsibilities to shareholders

Discussions and insights with leading audit committee members

Broker fined £350,000 in Einhorn / Greenlight Capital / Punch Taverns market abuse affair – and FSA releases transcript of conference call

Full house for the FSA – David Einhorn, his hedge fund, his compliance officer, the Cazenove trading desk director and now the Merrill Lynch corporate broker have all been fined for involvement in Punch Taverns market abuse affair – as transcript of disputed conference call is released

SFO to be investigated as it lectures business leaders on “tone from the top”

Attorney General launches investigation into Serious Fraud Office’s operations

IBM General Counsel opposes non-lawyer ownership of law firms

As the American Bar Association considers moves to an Alternative Business Structures-type regime in the US, here is strong opposition from the General Counsel of IBM.

FRC explains how to explain

“What constitutes an explanation under comply-or-explain?” – Financial Reporting Council paper

The dog ate my homework: Standard Chartered takes three weeks to notify market of director’s dealing

Blames the holidays, weekends…

Leading proxy advisor surprised that Mark Zuckerberg controls Facebook

US proxy advisor Institutional Shareholder Services describes Mark Zuckerberg’s total control over Facebook, its voting arrangements and its governance as “the tragedy of the dual class commons“.

See also: Facebook’s S-1 filing

Proxy advisors and the tick-box approach to corporate governance

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The Prime Minister’s discussion with business angels

Transcript of David Cameron and Lord Young’s meeting with entrepreneurs and advisers

The venture capital industry in the EU: European Parliament report

Discusses the current regulatory framework and public sector financing schemes

EMIR: European Parliament and Council reach deal

Final agreement still needed and then the Regulation will come into force

UPDATE 30 March 2012: The European Parliament has now formally adopted the text of the European Market Infrastructure Regulation – see this post, which also summarises when EMIR will be implemented.

SEC enforcement unit targets private equity firms

Valuation of investments may be focus of the US securities regulator’s inquiries

19th lawyer to join Skaddens dies, headed M&A practice for 20 years

Roger S. Aaron’s obituary from the New York Times Dealbook is here

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Crunch time…MAC clause could be invoked on sale of Pringles

Prospective purchaser has to restate financial statements for two years, could be enough to trigger tightly-drafted material adverse change clause

Facebook’s contracts with Zynga made public

Amendment to S-1 IPO filing also contains Mark Zuckerberg’s and Sheryl Sandberg’s terms of employment

Fundamental overhaul of UK GAAP: “A single book that sets out clear, concise and cost-effective accounting requirements”

Proposals from the ASB on the future of Financial Reporting Standards

Employee ownership of companies: Government initiative, City lawyer appointed

City law firm partner appointed to advise BIS on encouraging employee-owned companies

Q&As on professional standards for the private equity industry

EVCA Code of Conduct for General Partners and Limited Partners