And so we have it - one of the most important company law judgments of recent years: BTI 2014 LLC v Sequana SA & Ors [2022] UKSC 25. The existence of the common law 'creditor duty' (also known as the 'rule in West Mercia' after the case West Mercia Safetywear v Dodd [1988] BCLC 250) has been confirmed and its content and application explained. A summary of the judgment is available here and here (pdf). A summary was also read out by Lord Briggs in the Supreme Court yesterday - see below (if the video does not appear below, it can also be found here):  ..read more

Earlier this year - in March, to be precise - I noted that the Malta Financial Services Authority was consulting on a new corporate governance code that would cover all unlisted MFSA authorised entities. The consultation has since ended and the new code published: see here (pdf).  ..read more

The OECD has published for consultation the revisions it proposes to make to the G20/OECD Principles of Corporate Governance: see here (pdf). The public consultation ends later this month on the 21st.  Amongst the revisions is a proposed new chapter on sustainability and resilience.   ..read more

After an unplanned break from blogging, I am happy to return with news that, on Wednesday this week (October 5), the UK Supreme Court will deliver its judgment in BTI 2014 LLC v Sequana SA [2022] UKSC 25. The court was required to consider, to quote directly from its summary, whether "the trigger for the directors' duty to consider creditors is merely a real risk of, as opposed to a probability of or close proximity to, insolvency".   ..read more

The Financial Reporting Council has, for the first time, published specific guidance on the effective running of AGMs and other general meetings by listed companies: see here (pdf). The guidance contains, in total, seven principles that are organised within four time periods: before the meeting; during the meeting; after the meeting; and engagement throughout the year.  ..read more

The Financial Services and Markets Bill was introduced in Parliament yesterday, receiving its First Reading in the House of Commons. A copy of the Bill, as introduced, is available here (pdf). Accompanying the Bill are various publications, including explanatory notes, a delegated powers memorandum and a human rights memorandum - these can all be found here. To paint with a very broad brush, the Bill will, amongst other things, revoke retained EU law relating to financial services in order that it can be replaced with UK specific legislation. The Bill will also make changes to the objectives ..read more

A good illustration that, in order to succeed in bringing a claim for unfair prejudice, the claimant must establish both unfairness and prejudice, is provided by the recent High Court judgment Hussain v Hussain [2022] EWHC 1880 (Ch). Chief ICC Judge Briggs found that conduct agreed to be prejudicial (withdrawals in excess of declared salaries) was nevertheless not unfair because of, amongst other things, an understanding regarding the rights of the family members to draw on the profits generated by the businesses ..read more

The Financial Stability Board has recently published a progress report for its Roadmap for Addressing Financial Risks from Climate Change: see here (pdf). The report notes "encouraging progress" in respect of all four blocks of the Roadmap (firm-level disclosures; data; vulnerabilities analysis; and regulatory and supervisory practices and tools). With regard to firm-level disclosures, the report describes as a "milestone" the publication of two Exposure Drafts, by the International Sustainability Standards Board, on climate (ED IFRS S2) and general sustainability-related disclosure standards ..read more

The Financial Reporting Council has today published its annual inspection and supervision results for the seven largest audit firms (BDO, Deloitte, EY, Grant Thornton, KPMG, Mazars and PwC): see here. Three quarters of audits have been rated good or requiring limited improvement; however, at two audit firms - Mazars and BDO - the results are described as unacceptable (half of the audits reviewed at Mazars, and five of the twelve reviewed at BDO, requiring more than limited improvement).  ..read more

The UK Secondary Capital Raising Review, which launched last October, has today published its report and recommendations: see here (pdf). A summary is available here. The Financial Conduct Authority has welcomed the report: see here ..read more