We are pleased to issue the latest edition of Bird & Bird's PLC Update, a periodical publication containing recent developments in the Equity Capital Markets arena.

We hope that you enjoy reading our PLC Update. Please do get in touch should you require any assistance or advice.

New ESMA Guidelines on Risk Factors in Prospectuses come into force

The Guidelines on Risk Factors under the new Prospectus Regulation that were published by the European Securities and Markets Authority (ESMA) earlier this year have now come into force on 4 December 2019. The Guidelines are to be used by the Financial Conduct Authority (or other relevant competent authority) when considering the specificity and materiality and of the presentation of risk factors across categories in a prospectus being submitted to it for its approval.

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Shareholders' Rights Directive II – implications for Listed Companies

The revised Shareholders' Rights Directive (EU) 2017/828 ("SRD II") was implemented on 10th June 2019. The key areas of note for listed companies concern the Directors' Remuneration Reporting Regime and Related Party Transactions, further details of which are considered below.

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QCA Publish Updated Audit Committee Guide

On 12 September 2019, the Quoted Companies Alliance (the "QCA") released an updated version of their Audit Committee Guide (the "Guide"), which is the first one since the 2014 release.

The Guide is produced to help audit committee members of AIM companies (and, in particular, the audit committee chair) to be effective in their roles on such committee. It contains concepts of good practice and acts as a companion to the wider QCA Corporate Governance Code as a whole.

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FCA review of unbundling of research costs under MiFID II

MiFID II came into force on 3 January 2018 and overhauled the way in which firms pay for research. Previously, research was not priced separately and was usually bundled together as part of other services provided by firms. Under the new rules, sell-side brokers are now obliged to unbundle their research from other services provided to clients and on the buy-side, asset managers now explicitly need to pay for research themselves.

The FCA carried out a review of the rules a year after they were implemented to see how they were operating in the market and it released a report on its findings on 19 September 2019. In overview, the FCA found that the new rules are working well and that this had led to positive changes in firms' behaviour.