Regulations and Law

Progress on the Kay Review

Back in 2011 the Government commissioned Prof. John Kay to review the operation of UK stock markets. There were concerns about "short-termism" by investors, poor corporate governance in companies, excessive executive pay, lack of engagement by investors with companies, high investment charges and excessive intermediation in the investment chain. The resulting report was a very good analysis of the defects in the way the market operated and the recommendations in the report for change were generally accepted by the Government. The Government ...

Why should nominee operators have rights?

Following a meeting at the BIS Department where I discussed the issues associated with Part 9 of the Companies Act, and our suggestion that all shareholders (including those in nominee accounts) be on the share register of companies, I had some further thoughts on this subject. On reflection it seems very odd to me that nominee operators (i.e. your stockbroker) have the rights endowed by the Companies Act on shareholders. Investors in nominee accounts have no such rights (voting rights, information rights, ...

Shareholder rights – the way forward

The Investors Chronicle published a five page article on Friday (7/11/2014) on the campaign for improved shareholder rights under the title "Take Control". The writer Julia Bradshaw gave a good overview of the position of voting and information rights in the UK in comparison with other countries - yes we are way behind most of them - and the activities of representative shareholder associations. The legal risks of holding shares in nominee accounts and why anyone who understands the intricacies of ...

Shareholder Rights campaign launched

Last week ShareSoc launched a campaign to improve shareholder rights with a meeting in London. It focussed on the problems associated with nominee accounts and the adopted legal requirement to replace paper share certificates with an electronic system in a few years time. There was an impressive line-up of speakers at the meeting which included John Kay (author of the Kay Review and FT writer), Michael Kempe from Capita representing the ICSA Registrars Group, Peter Swabey from ICSA, John Lee (Lord Lee ...

Sainsbury and Tesco (do they need a pressure group?)

Following on from the debacle at Tesco, Sainsbury produced some quite awful trading figures yesterday (1/10/2014). Here's a review of some of the news on those and other retailers. Tesco The Financial Conduct Authority (FCA) are undertaking an investigation into Tesco's "overstatement of expected profit". Making misleading statements to the market is potentially a criminal offence. How long that will take to reach any conclusions is anyone's guess. The result of such investigations are often reported to investors so late in the day ...

Barclays, Tesco and MoPowered

Barclays, Tesco and MoPowered - two big companies and one a typical new AIM company which has yet to show it can make a profit - but all three are under the weather in the last couple of days. Barclays have today (23/9/2014) been fined £38m by the Financial Conduct Authority for failing to ensure that clients money in the investment bank was kept separate from the banks own assets. When I joked in my local Barclays Bank this morning that I ...

Quindell judgement

Yesterday (9/9/2014), Quindell announced that the company had won a judgement for libel against Gotham City Research LLP in the London High Court. Gotham simply failed to defend the action or even acknowledge the claim. Gotham had published a 74 page document earlier this year effectively claiming the company was fraudulent but Quindell immediately issued an announcement rejecting the allegations as being “highly defamatory” and “deliberately misrepresentative”.  Gotham also made it clear that they had a short financial interest in Quindell ...

Outrage in the Cayman Islands

There is reportedly outrage in the Cayman Islands after they were included in a list of "high risk jurisdictions" by the Financial Conduct Authority (FCA). The Islands Government has expressed "great consternation" at its inclusion in the list, which only became public after a Freedom of Information Act request for the list. But anyone familiar with publicly listed companies that were or are registered in the Cayman Islands might not be that surprised. The Cayman Islands was a favourite location for companies ...

AIM and other regulatory changes

Effective from the 11th August, there are additional requirements under AIM Rule 26. Rule 26 covers what information is required to be published on a company's web site - for example the listing prospectus and last Annual Report. In future a company must disclose what corporate governance code the company is using, or not as the case may be. Currently AIM companies often refer to the Quoted Companies Alliance (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies, some use ...

Best Execution is Not Always the Best

The Financial Conduct Authority (FCA) have undertaken a review of "best execution". This is a simple principle enforced as part of the FCA's Rule Book that requires your stockbroker to always obtain the best execution if you give them an order. That primarily means obtaining the best price where there are multiple markets on which the trade can be dealt but speed of execution, settlement terms and certainty of execution can also be taken into account. A stockbroker should be acting ...