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Corporate Finance/M&A

United Kingdom

Recent amendments to the City Code on Takeovers and Mergers explain when activist shareholders and their supporters will be presumed to be acting in concert, and address the circumstances in which the trustees of an employee benefit trust will be presumed to be acting in concert with the board and/or a controlling shareholder for code purposes.

The Code Committee of the Takeover Panel has issued a consultation paper on amendments to the Takeover Code to bring dual-listed companies within its scope, in so far as a UK public company is involved, and on amendments relating to frustrating action.

The Code Committee of the Takeover Panel has published various amendments to the City Code on Takeovers and Mergers, following three separate public consultation exercises. The changes relate to purchases in exchange for securities and the orderly resolution of competitive situations, among other things.

The Financial Services Authority and the Takeover Panel have published operating guidelines on a new regime for dealing with market misconduct, which are intended to assist them when considering cases of possible market misconduct which are or could be of mutual interest.

The Code Committee of the Takeover Panel has published various amendments to the City Code on Takeovers and Mergers. These amendments relate to the equality of information provided to competing offerors or potential offerors, and to the disclosure of side agreements on the operation of conditions.

The new Uncertificated Securities Regulations 2001, which came into force on November 26 2001, largely repeat the provisions of their predecessor, but provide additionally for the electronic transfer of title to securities. Other less substantive changes are also made to the 1995 regulations.

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Employment & Labour

European Union

The decisive factor in determining whether the Acquired Rights Directive results in a 'relevant transfer' of employees on a contracting-out is whether there is a stable economic entity which retains its identity. In considering whether an entity retains its identity, a distinction is made between 'asset-reliant' and 'labour-intensive' entities.

The EU Pensions Directive, first proposed over 10 years ago, finally came into effect in September 2003. The directive aims to pave the way for pension schemes to operate, and be managed, across EU borders - an attractive proposition to multinational companies due to the potential for cost savings and simplified administration.

The European Court of Justice has ruled that all on-call duty performed by a doctor required to be present in a hospital constitutes 'working time' for the purposes of the Working Time Directive. This will be the case even where the doctor sleeps at the hospital when his services are not required, and periods of sleep or inactivity do not amount to rest periods.

In June 2003 the EU-level social partners agreed a joint text on socially intelligent restructuring, which provides companies with a set of guidelines to follow in order to ensure successful change management. Key recommendations include good-quality, timely and open communications, and developing workers' skills and qualifications.

The European Commission is planning a draft directive on data protection in the workplace in 2004 or 2005. Its proposals include a general European framework on the processing of medical data, and limits on the use of data resulting from drug and genetic testing.

The EU Council of Ministers has failed to reach political agreement on the proposed directive regulating the working conditions of temporary agency workers. A key area of disagreement is the length of the qualifying period before protection applies.

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United Kingdom

The government has published a Pensions Bill which includes provisions detailing how employees' pension rights will be protected on a transfer of an undertaking under the Transfer of Undertakings (Protection of Employment) Regulations 1981 (TUPE).

Draft regulations have been published which amend the Paternity and Adoption Leave Regulations 2002 by removing the provision enabling an employer to request the name and date of birth of a child in respect of whom leave is taken. An increase in the weekly rate of paternity pay to the lesser of either £102.80 or 90% of the employee's normal weekly earnings has also been proposed.

A final version of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 has been published. Among other things, agencies and employment businesses must confirm the identity of work-seekers and that they have the experience, training and qualifications the hirer expects for the position.

The information commissioner has issued a draft of the fourth and final part of the Employment Practices Data Protection Code, which recommends how employers can comply with the Data Protection Act 1998 when obtaining and handling information about workers' health. Meanwhile, a Court of Appeal decision provides employers with guidance on how to handle data access requests.

The government has published a Disability Discrimination Bill which includes proposals to extend the scope of disability to progressive illnesses such as HIV, multiple sclerosis and cancer. Employees will in future be deemed disabled from the time of diagnosis, rather than from the time they become symptomatic, as at present.

The Employment Act 2002 (Dispute Resolution) Regulations, detailing statutory minimum dismissal and disciplinary and grievance procedures, have been revised following public consultation. The Advisory Conciliation and Arbitration Service has updated its Code of Practice on Disciplinary and Grievance Procedures in response. New compensation limits on employment tribunal awards are also in force.

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Projects & Procurement

United Kingdom

Overview
Including: Completed Projects; Types of Project Finance Initiative (PFI) Projects; How UK PFI Works; Risk Allocation; Contractual Framework

The Equator Principles address both a project's environmental impacts and a range of other issues, including socioeconomic impacts, biodiversity and pollution control. Lenders and borrowers of project finance for projects with a capital value of $10 million or more should be aware of recent and significant changes to the principles which improve their scope and effectiveness.