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Category Archives: Finance and Capital Markets

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Annual General Meetings: We’ll Meet Again, Don’t Know Where, Don’t Know When

BEIS and FRC released further updates on how companies can hold meetings during the COVID-19 pandemic. By James Inness, Anna Ngo, and Connor Cahalane On 14 May 2020, the Department for Business, Energy & Industrial Strategy (BEIS) and the Financial Reporting Council (FRC) released a second Q&A in relation to proposed legislative measures to assist … Continue Reading

Italy Introduces Multiple Voting Shares for Listed Companies

The Recovery Decree allows Italian companies with equity listed on regulated markets to issue multiple voting shares to enhance competition with foreign countries and protect the Italian markets. By Antonio Coletti, Isabella Porchia, and Guido Bartolomei The Recovery Decree dated May 13, 2020, introduced the ability for Italian listed companies to issue multiple voting shares … Continue Reading

Italian Recovery Decree Facilitates Capital Increases by Italian Companies

The Recovery Decree aims to rapidly raise equity financing and counter liquidity shortage. By Antonio Coletti, Isabella Porchia, and Guido Bartolomei Law Decree, approved on 13 May 2020 (Recovery Decree) introduces provisions facilitating capital increases by Italian private and listed companies to rapidly raise equity financing and to counter liquidity shortage. In particular, article 45-bis … Continue Reading

Credit Insights – Delay or Disclose? Managing Default Risk From Qualified Audit Opinions in the COVID-19 Era

Boards of struggling companies (and their auditors) must navigate choppy waters in terms of finalising their audited accounts in the midst of a global downturn. By James Chesterman, Dominic Newcomb, Helena Potts, and David Cooper-Parry The global downturn triggered by the COVID-19 pandemic continues to pose challenges to significant swathes of the worldwide economy. Companies … Continue Reading

Italian Securities Exchange Commission Introduces Revised Liquidity Contracts Market Practice

The revised Market Practice reflects the remarks raised by ESMA after a public consultation process. By Antonio Coletti, Marco Bonasso, and Isabella Porchia Article 13 of MAR provides for an exemption from sanctions in case a transaction breaches the general prohibition of market manipulation for transactions carried out for legitimate reasons and in line with … Continue Reading

Italy Adopts Liquidity Decree to Support Italian Companies

The Liquidity Decree strengthens CONSOB’s powers to impose stricter reporting requirements of relevant shareholdings in Italian-listed issuers. By Antonio Coletti and Isabella Porchia The Italian government has adopted Law Decree n. 23/2020 (the Liquidity Decree), in force form 9 April 2020, providing urgent measures supporting access to liquidity and financings for Italian companies facing challenges during … Continue Reading

Credit Insights – Finding Liquidity Under Loan and Bond Documents

To raise new debt at a time of low liquidity, leveraged and other sub investment grade companies must navigate restrictions in loan and bond documents. By James Chesterman, Helena Potts, James P. Burnett, and Karan Chopra Many companies are seeking funding to survive the currently unquantifiable impact of COVID-19. This blog post will consider issues … Continue Reading

Changes to Reporting Requirements for Issuers in Light of COVID-19

UK regulators announce a further package of measures to ease the burden on issuers. By Chris Horton, James Inness, Rob Moulton, Koushik Prasad, Connor Cahalane, and Charlotte Collins In response to the COVID-19 pandemic, UK regulators have published further measures affecting issuers, to try to preserve the flow of information to investors and support the … Continue Reading

Italy Extends Disclosure Deadline for Intermediaries and Online Portals

CONSOB and Bank of Italy ease compliance obligations during COVID-19. By Antonio Coletti, Marco Bonasso, and Isabella Porchia The Italian Securities Commission (CONSOB) and the Bank of Italy have adopted a series of measures to grant intermediaries and online portal managers an extended deadline to comply with their disclosure obligations, and facilitated compliance activities by … Continue Reading

Credit Insights – What Borrowers and Lenders Should Know About MACs During COVID

Material adverse change provisions in credit agreements are under much heightened scrutiny in the current circumstances. By James Chesterman and Helena Potts In the current environment, both corporates and their lenders are trying to assess a fast-moving situation. Businesses are suspending operations, countries are limiting travel and non-essential activities, events are being cancelled and consumers … Continue Reading

CONSOB Imposes Stricter Reporting Requirements of Relevant Shareholdings in Certain Italian-listed Issuers

Italian regulator imposes more stringent reporting obligations for certain Italian-listed issuers. By Antonio Coletti and Isabella Porchia The Italian Securities Commission (CONSOB) has adopted Resolution 21304, imposing stricter reporting obligations of relevant shareholdings in Italian-listed issuers included in the Annex to the Resolution. The entry threshold of relevant shareholding to be reported, according to Italian … Continue Reading

UK Spring Budget 2020: Key Tax Changes

UK government unveils a raft of spending measures amid national and global uncertainty. By Karl Mah After a somewhat turbulent period that saw the cancellation of the Autumn 2019 Budget due to lingering Brexit uncertainty, the resignation of the former Chancellor of the Exchequer, and the outbreak of COVID-19, it was unsurprising that the UK … Continue Reading

New Corporate Governance Code for Italian Equity-Listed Issuers

The four-pronged Code aims to encourage issuers in Italy to focus on long-term sustainability and engagement. By Antonio Coletti and Isabella Porchia A new edition of the Corporate Governance Code was released on 31 January 2020. The new Code focuses on four essential objectives and principles: sustainability, engagement, proportionality, and simplification. Sustainability: The new Code … Continue Reading

UK Listed Companies: Key Legal Developments in 2020

Latham explores the primary legal developments for issuers and their advisers in the year ahead. By Chris Horton, James Inness, and Connor Cahalane The regulatory regime and disclosure requirements for listed companies in the UK will continue to evolve in 2020. Issuers and their advisers should be aware of the key legal developments that will … Continue Reading

US Baseball Scandal Provides Valuable Lessons on Corporate Culture

The Commissioner held senior leadership accountable for illegal “sign-stealing”, even though the conduct generally involved players and low-level operations employees. By Nathan H. Seltzer, David Berman, Christopher D’Agostino, and Nell Perks On 13 January 2020, the Major League Baseball Commissioner handed down significant punishment (including fines and suspension) to the Houston Astros baseball team and … Continue Reading

UK Supreme Court Upholds First Successful Claim for Breach of Quincecare Duty

In a leading case, the Court examined the extent of the duty of care that a bank owes to its customers when executing their orders. By Andrea Monks and Nell Perks On 30 October 2019, the UK Supreme Court dismissed Daiwa’s appeal in the case of Singularis Holdings Ltd (In Official Liquidation) v Daiwa Capital … Continue Reading

Trends in Outsourcing Regulation and Supervision in Financial Services

Insights from Latham’s flagship event: Managing the risk and promise of digitisation in financial services Authors: Andrew Moyle, Nicola Higgs, Christian McDermott, and Kirsty Watkins. The financial services industry is leading the way in outsourcing, with contract values in excess of US$10.7 billion in 2018, causing regulators to focus more than ever on the associated … Continue Reading

English Court of Appeal Confirms Proper Test for Common Mistake Rectification

Objective test applies if a prior concluded contract exists, but subjective test applies if there is a continuing common intention. By George Schurr and Alex Cox In the recent case of FSHC Group Holdings Limited v. GLAS Trust Corporation Ltd [2019] EWCA Civ 1361, the English Court of Appeal held that for rectification to be … Continue Reading

Derivatives Market Reform – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, Charlotte Collins, and Christopher Sullivan. In the fifth post of this 10-blog series, we identify key milestones in the derivatives market for the year ahead. This is taken from our wider publication: 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in … Continue Reading

FCA Warns of ‘Significant Weaknesses’ in Firms’ Implementation of the Conduct Rules

All firms should take note of the FCA’s latest feedback on SMCR implementation. By Rob Moulton, Charlotte Collins and David Berman In its latest piece of feedback on firms’ implementation of the SMCR, the FCA indicated that firms must improve their implementation of the Certification Regime and, most particularly, the Conduct Rules. While the FCA’s … Continue Reading

Market Abuse Regulation – Progress Report

10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 By David Berman, Carl Fernandes  Nicola Higgs, Rob Moulton, and Charlotte Collins The fourth post in this 10-blog series considers the latest developments in relation to the Market Abuse regime. This is taken from our wider publication: 10 Key Regulatory Focus Areas for UK/European Wholesale Markets in 2019 – Progress Report. … Continue Reading
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