Latest FCA Primary Market Bulletin

The Financial Conduct Authority (FCA) has published the 30th edition of its Primary Market Bulletin (PMB).

Topics covered in the PMB include:

  • PDMR dealing notifications – It reminds persons discharging managerial responsibilities (PDMRs) of the importance of notifying dealings under the Market Abuse Regulation (MAR). This follows its first enforcement action for breach of the requirements (see our corporate update 2020/1). The PMB explains who a PDMR is, which transactions have to be notified and how notifications should be made.
  • Guidance notes on the prospectus regime – The FCA has finalised updates to several of its technical and procedural guidance notes to reflect the EU Prospectus Regulation, including on Supplementary prospectuses (Primary Market/TN/605.3), Significant change statements (Primary Market/TN/628.3) and Exemptions from the requirement to produce a prospectus (Primary Market/TN/602.3).
  • Proposed guidance note on the need for a prospectus on a scheme of arrangement – The FCA is consulting on a new technical note in relation to the prospectus requirements on a scheme of arrangement, which says that the FCA considers that a scheme of arrangement which has a mix and match facility involves an element of investor choice and therefore requires a prospectus (absent an exemption).
Sarah Hawes

Sarah Hawes
+44 20 7466 2953

Antonia Kirkby

Antonia Kirkby
+44 20 7466 2700

Caroline Rae

Caroline Rae
+44 20 7466 2916

Covid-19 – latest developments for corporate practitioners

Further guidance for companies has been published in light of the Covid-19 pandemic.

Corporate reporting

  • FRC Lab reports – The Financial Reporting Council’s (FRC) Financial Reporting Lab has published two reports which seek to give companies practical guidance on corporate reporting, and investor expectations, in light of the Covid-19 pandemic.
    • Covid-19 – Resources, action, the future covers: resources, including the availability of cash; actions to manage short-term expenditure and ensure viability; and the future and how the decisions taken now ensure the sustainability of the company and impact customers, suppliers and employees. These three areas reflect the Five current questions investors seek information on, published by the FRC Lab in March 2020.
    • Covid-19 – Going concern, risk and viability notes that going concern is not binary, or a pass/fail concept. A company can be a going concern even when one or more material uncertainties exist. However, in those circumstances, those uncertainties should be disclosed, together with management’s consideration of them. In relation to risk reporting, the FRC Lab says investors want to understand how the risks have changed, the specific impact on the company and how management have responded.

Contract

  • Execution of documents – The Law Society has updated its guidance on virtual execution and the use of e-signatures to include tips on how to operate in practice.
  • Covid-19 contract disputes – The economic disruption caused by the Covid-19 pandemic inevitably exposes businesses to heightened legal risk. In particular, counterparties may seek to delay, or avoid, performance and/or terminate agreements. We have published a guide which provides a general overview of the common bases for avoiding contractual obligations in commercial contracts, including a comparison of the key rights and remedies.

Companies House

  • Filings at Companies House – Companies House has developed a temporary service to enable companies to file certain documents online that would usually have to be submitted in a paper format. A list of the documents that can be filed in this way, which is currently quite limited, is available here. Companies House is planning to expand this service before the end of July to enable the upload of resolutions and articles of association.

Other relevant materials

  • Company meetings and insolvency regime – The new Corporate Insolvency and Governance Act 2020, which will both reform the insolvency regime in the UK and introduce relaxations for companies holding meetings while Covid-19 restrictions remain in force, received Royal Asset last night. We will be publishing further commentary in due course. Further information on the then draft Bill and its impact on financial institutions, landlords and supply chains is available here.
  • Insurance – The Financial Conduct Authority (FCA) has published guidance on its expectations for insurers and insurance intermediaries when handling claims and complaints for business interruption policies during the test case brought by the FCA (see our corporate update 2020/10 for brief details on the case).
  • Repairing the balance sheet – As businesses emerge from the immediate shocks of the humanitarian and economic effects of Covid-19 and the public health responses to it, we have published a new guide in which we look at how businesses can begin to rebuild their balance sheets and adapt their funding in order to ensure their long-term ability to thrive.

For further Covid-19 related publications, see our COVID-19 Hub.

Sarah Hawes

Sarah Hawes
+44 20 7466 2953

Gareth Sykes

Gareth Sykes
+44 20 7466 7631

Gavin Williams

Gavin Williams
+44 20 7466 2153

FCA guidance for industry regulators on handling inside information

The Financial Conduct Authority (FCA) has published a Primary Market Bulletin (PMB No. 29), in which it sets out the results of its consultation (in PMB No. 25) on best practice for government departments, industry regulators and public bodies on identifying, controlling and disclosing inside information. It has also published its finalised best practice note.

The note includes guidance on the timing of announcements to the market and disclosures made in response to requests under the Freedom of Information Act 2000.

Mike Flockhart

Mike Flockhart
+44 20 7466 2507

Alex Kay

Alex Kay
+44 20 7466 2447

Antonia Kirkby

Antonia Kirkby
+44 20 7466 2700

COVID-19 – latest developments for corporate practitioners

Further guidance for companies has been published in light of the COVID-19 pandemic.

Company meetings and other corporate actions

  • Shareholder meetings – The Government has published the Corporate Insolvency and Governance Bill (together with Explanatory Notes) which contains relaxations to the company meeting requirements contained in the Companies Act 2006 (as well as the meeting requirements for certain other entities).

The Bill would allow shareholder meetings to take place by electronic or any other means notwithstanding the provisions contained in the Companies Act 2006 and the company’s articles of association. The participants would not need to be in the same place and shareholders would not have a right to attend in person. The Bill would apply to company meetings held between 26 March and 30 September 2020 and if the deadline for a company to hold a shareholder meeting falls within this period, that deadline is extended to 30 September 2020. The Bill would also give the Secretary of State power to make secondary legislation in relation to notices and other documents relating to shareholder meetings. The second reading of the Bill is scheduled for 3 June 2020.

The provisions in the Bill largely reflect the guidance published by ICSA: The Chartered Governance Institute pursuant to which companies have been holding meetings with only the quorum physically present and other shareholders unable to attend. The main impact of the Bill would be to allow the quorum to meet virtually (for example, by a telephone call) rather than physically at a prescribed venue.

The Bill also contains major reforms to UK insolvency law (see below) and would give the Secretary of State the power to extend the periods for filing certain documents at Companies House.

Separately, the Financial Conduct Authority (FCA) has published a Primary Market Bulletin (PMB No. 28). The focus of PMB No. 28 is half-yearly financial reports (see below) but it also contains commentary on shareholder engagement and company meetings. The FCA encourages issuers to look at ways to allow shareholders to ask questions of management and exercise their voting rights effectively when making alternative arrangements to physical general meetings. The FCA also says that it is supportive of virtual general meetings.

  • Government support – The Government has announced that companies accessing the Bank of England’s Coronavirus Corporate Financing Fund (CCFF) and companies borrowing more than £50 million through the Coronavirus Large Business Interruption Loan Scheme (CLBILS) will be subject to restrictions on distributions to shareholders and executive pay. In relation to distributions, companies will be unable to make dividend payments or undertake share buybacks. In relation to executive pay, companies will be unable to pay any cash bonuses, or award any pay rises to senior management. For companies accessing the CCFF, these restrictions will apply to participants that wish to borrow beyond 19 May 2021 and for companies borrowing under the CLBILS, they apply until the facility has been repaid in full.

Corporate reporting and company announcements

  • FCA statement on half-yearly financial reports – The FCA has published a Primary Market Bulletin (PMB No. 28) pursuant to which the period for listed companies to publish their half-yearly reports is effectively extended by one month such that the half-yearly report must be published within four months after the end of the half-year. The FCA also discusses going concern statements. It acknowledges the difficulties that companies may face in relation to the going concern assessment in light of the current circumstances and notes that auditors may need to include remarks in their audit opinion in relation to the going concern assessment. The FCA says that it is vital that investors are properly informed of the impact of COVID-19 and encourages users of financial statements to take into account the current circumstances when assessing their response to going concern disclosures. There is also discussion of shareholder engagement by listed companies (see above) and a statement that issuers could consider participation by smaller shareholders in capital raisings.
  • ESMA statement on half-yearly financial reports – The European Securities and Markets Authority (ESMA) has issued a public statement on the implications of COVID-19 on half-yearly financial reports. The statement discusses issues including the contents of the interim management report, risks and uncertainties linked to COVID-19 and impairment of non-financial assets.
  • Inside information – The FCA has published Market Watch No. 63 which focuses on inside information issues in light of COVID-19, particularly in the context of capital raisings. The FCA reminds issuers that they should continue to assess carefully what information constitutes inside information as COVID-19 and public policy responses to it may alter the nature of information that is material to a business’s prospects. Issuers should carefully monitor whether any new information is materially different from previous forecasts, guidance, or signals which they have announced publicly and which would now be likely to be misleading to investors. The FCA also reminds issuers that delaying the disclosure of inside information is only permissible when all three of the conditions to delay set out in Article 17(4) of the Market Abuse Regulation are met. Those conditions are that immediate disclosure is likely to prejudice the legitimate interests of the issuer; delay of disclosure is not likely to mislead the public; and the confidentiality of that information can be maintained.
  • Updated FRC guidance – The Financial Reporting Council (FRC) has updated its guidance for companies on corporate reporting during the COVID-19 pandemic by adding new sections on the reporting of exceptional items and alternative performance measures (APMs).

Contract issues

  • Force majeure – Many contracting parties have already been affected by force majeure events arising out of the COVID-19 pandemic and the associated restrictions. As the focus starts to shift toward the gradual easing of lockdown measures, those parties who have claimed force majeure relief will be preparing to resume performance as soon as the impact of the force majeure event comes to an end. However, it is also important for contracting parties to prepare for any second wave force majeure situation.

The force majeure implications of a potential second wave of COVID-19 infections and the resulting re-imposition or tightening of lockdown measures are discussed in a recent blog post and in a new episode of our Navigating COVID-19 podcast series. Our podcasts are available on iTunes, Spotify and SoundCloud and can be accessed on all devices.

  • Practical issues around signing and completion of contracts – Given the current restrictions on interaction which have been imposed by the UK Government and with a large number of people working from home, it is not always possible to adopt the usual methods for signing and completing transactions. In this briefing we summarise some practical points to ensure compliance with the necessary legal formalities whilst these measures remain in place.

Insolvency law

  • Major reforms to insolvency law – The Government has published the Corporate Insolvency and Governance Bill which contains the most far-reaching reforms to UK insolvency law in over 30 years. The Bill has been introduced on an emergency basis in an attempt to ensure that otherwise financially viable companies survive during a period of unprecedented interruption and turmoil. The Bill would introduce new company moratoriums and restructuring plans and would amend the current winding up and wrongful trading regimes. Our Restructuring, Turnaround and Insolvency team has published a briefing on the Bill which is available here.

Other relevant materials

For further COVID-19 related publications, see our COVID-19 Hub.

Caroline Rae

Caroline Rae
+44 20 7466 2916

Gareth Sykes

Gareth Sykes
+44 20 7466 7631

Ben Ward

Ben Ward
+44 20 7466 2093

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of.

FCA statement on share issuances

The Financial Conduct Authority (FCA) has issued a Statement of Policy to assist companies looking to raise new share capital in response to the COVID-19 crisis.

  • Smaller share issues (<20%) – The FCA confirms that it supports the Pre-Emption Group (PEG) recommendation that investors support issuances by companies of up to 20% of their issued share capital (see our corporate update 2020/7). It also reminds companies to carefully consider the PEG guidance on what companies who are seeking to use this additional flexibility should do.
  • Prospectuses – The FCA highlights the benefits of the simplified prospectus regime under the EU Prospectus Regulation for secondary issuances (though it notes that this option may not be suitable for an offering that has a non-EU component). It also outlines a temporary revision to its approach to unqualified working capital statements. It proposes to permit disclosure of key assumptions underpinning an issuer’s reasonable worst-case scenario in relation to business disruption as a result of the COVID-19 crisis. Further detail can be found in this Technical Supplement published by the FCA.
  • General meetings required under the Listing Rules – The FCA is also temporarily modifying the requirements for approval of class 1 transactions and related party transactions under LR 10 and LR 11. A company will be able to get a dispensation from the FCA from the requirement to hold a general meeting to approve a class 1 or related party transaction, if it obtains written undertakings from shareholders eligible to vote on the transaction that they approve it and would vote in favour of it. A circular will still be required. Further detail is set out in this Technical Supplement.
  • Market Abuse Regulation – The FCA reiterates its previous guidance that the Market Abuse Regulation continues to apply to issuers, and that companies and advisers should carefully assess what constitutes inside information at this time.

Institutional investor views

The Investment Association (IA) has sent a letter to FTSE 350 chairs setting out its views on various issues affecting listed companies in light of COVID-19.

Topics covered in the letter include:

  • Filing accounts – The IA recommends that companies use the additional two months allowed by the FCA to finalise their annual report and accounts if needed;
  • AGMs and share issuances – The IA endorses the recent guidance from ICSA: The Chartered Governance Institute in relation to AGMs and the recent Pre-Emption Group statement on new share issuances; and
  • Dividends and executive remuneration – The IA says that shareholders agree that companies should be considering the suitability and sustainability of dividend payments in light of the current uncertainties and that, if changes to dividend payments are proposed, companies should also consider their approach to executive pay.

The letter also discusses shareholder engagement and communication generally.

Guide to managing liquidity

The consequences of the pandemic, and the associated public health measures aimed at slowing the transmission and spread of the disease, pose serious threats to the supply and demand sides of many businesses. In turn, this is putting cash flows under pressure, meaning that companies are having to consider available options to avoid a liquidity crisis. We have launched a new Guide in which we explore different means of managing liquidity and, for each option, suggest practical steps to consider, both immediately and further ahead, as well as giving regional insights.

COVID-19 Hub and webinar series

For further information on these and other COVID-19 related issues, see our COVID-19 Hub and sign up for our Global Webinar Series.

Mike Flockhart

Mike Flockhart
+44 20 7466 2507

Sarah Hawes

Sarah Hawes
+44 20 7466 2953

Gareth Sykes

Gareth Sykes
+44 20 7466 7631

New National Storage Mechanism now live

The Financial Conduct Authority (FCA) has launched its National Storage Mechanism (NSM) portal and updated its website to reflect the transition from Morningstar to the FCA. A full user guide for the FCA’s NSM portal has also been published alongside Q&A guidance.

The NSM is the FCA’s way of making regulated information accessible to all users, including documents published by listed issuers under the Listing Rules and Transparency Rules, such as annual reports and circulars.

An electronic submission system (ESS) registration and authorisation is required before submitting anything onto the new NSM portal, and the Morningstar submission portal is now closed. For further information on the new NSM and registration of an ESS account see our corporate notes blog posts here and here.

Mark Bardell

Mark Bardell
+44 20 7466 2575

Barnaby Hinnigan

Barnaby Hinnigan
+44 20 7466 2816

Antonia Kirkby

Antonia Kirkby
+44 20 7466 2700

COVID-19 – latest developments for corporate practitioners

In light of the widespread impact of COVID-19, various pieces of guidance have been published which companies should be aware of.

Company meetings and other corporate actions

  • Dividends – The London Stock Exchange (LSE) has published guidance in Market Notice N07/20 on payment dates under the 2020 Dividend Procedure Timetable. The Dividend Procedure Timetable says that issuers should pay cash dividends within 30 business days of the record date. However, from 25 March 2020, the LSE will permit a deferral period of up to 30 business days for payment of a dividend, but to no more than 60 business days after the record date. An issuer must notify the LSE of any deferral of a dividend payment without delay. After the deferral period has expired, the dividend must either be paid or cancelled. Issues to consider around the payment of dividends are also discussed in the FRC guidance referred to in the corporate reporting section below.
  • Company meetings – The Government has announced that it will introduce legislation to ensure that companies required by law to hold annual general meetings (AGMs) will be able to do so in light of the restrictions on movement and gatherings. It says that companies will be given greater flexibility to hold AGMs online or to postpone the meetings but the detailed provisions are not yet available. ICSA: The Chartered Governance Institute has published an updated version of its guidance on holding AGMs and guidance on virtual board meetings.
  • Proposed changes to insolvency law – The Government has announced that it will introduce a number of proposed changes to UK insolvency law in response to COVID-19. Whilst the detail of the changes is not yet available, the announcement indicates that they will enable companies undergoing a rescue or restructure process to continue trading, giving them breathing space that could help them avoid insolvency. They will also enable companies to continue buying supplies and will temporarily suspend wrongful trading provisions retrospectively from 1 March 2020. Our restructuring, turnaround and insolvency team has published a briefing on what form the changes may take.
  • Share issues – The Pre-Emption Group has published a statement recommending that investors consider supporting, on a case by case basis, issuances by companies of up to 20% of their issued share capital (rather than the usual 5% for general corporate purposes, plus an additional 5% for acquisitions, that it usually recommends). The statement indicates that this is only a temporary relaxation and sets out steps for companies seeking to take advantage of this flexibility. For further information, see this briefing published by our ECM team.
  • Stock transfer forms – HM Revenue & Customs (HMRC) has published details of a new process for stock transfer forms and payment of stamp duty, in light of COVID-19. Stock transfer forms should no longer be posted to HMRC but instead an electronic copy (e.g. a scanned PDF) of the stock transfer form, or in the case of purchase of own shares of Form SH03, should be emailed to HMRC. HMRC also says that it will accept e-signatures while COVID-19 measures are in place and that stamp duty must be paid before HMRC can process the form.

Corporate reporting

  • Listed company annual report and accounts – The Financial Conduct Authority (FCA) has published a statement which, in effect, gives listed companies an additional two months to finalise their annual report and accounts as the FCA says that it will not suspend the listing of companies if they publish financial statements within six months of their year-end. The Q&A to accompany the FCA statement confirms that the FCA statement does not currently extend to half yearly financial reports. The FCA has published an updated version of its Primary Market Bulletin No. 27 to reflect this (see our blog post for more information on PMB No. 27).
  • AIM company accounts – The LSE has said that AIM companies can apply for a three-month extension to the deadline for publication of their annual accounts.
  • Filing accounts at Companies House – Companies House has said that it will grant a three month extension for companies to file their accounts. Companies must apply for the extension but those citing issues around COVID-19 will be automatically and immediately granted an extension.
  • FRC guidance for companies preparing financial statements – The Financial Reporting Council (FRC) has published guidance for companies preparing financial statements. It highlights some key areas for boards in maintaining strong corporate governance as well as providing high-level guidance on preparation of annual reports and other corporate reporting matters.
  • Gender pay gap reporting – The Government has suspended enforcement of the gender pay gap deadlines for this reporting year (2019/20) and there will be no expectation on employers to report their data.
  • Preliminary results announcements – The FCA has asked listed companies to delay announcement of their preliminary results for a period of two weeks. Further details on the moratorium, which is voluntary, can be found in a Q&A published alongside the FCA statement.

For further information, see this post on our Corporate Notes blog.

Other relevant developments

  • Managing liquidity – As both economic production and consumption contract rapidly, many businesses are facing cash flow difficulties. We have published a briefing in which we consider options open to companies to help manage liquidity.
  • Job retention scheme – HMRC has published more details on the Coronavirus Job Retention Scheme. Our employment team has published a briefing on the new guidance.

For further information on these and other COVID-19 related issues, see our COVID-19 Hub and sign up for our Global Webinar Series.

Sarah Hawes

Sarah Hawes
+44 20 7466 2953

Antonia Kirkby

Antonia Kirkby
+44 20 7466 2700

Gavin Williams

Gavin Williams
+44 20 7466 2153

New National Storage Mechanism launch next week

The Financial Conduct Authority (FCA) has announced that the new National Storage Mechanism (NSM) will go live on 6 April (rather than 30 March as originally planned).

The NSM is the FCA’s way of making regulated information accessible to all users, including documents published by listed issuers under the Listing Rules and Transparency Rules, such as annual reports and circulars.

The FCA says that issuers should ensure they have completed the necessary registration and authorisation activities and refer to the submitter user guide. For further information on the new NSM see our blog post.

Antonia Kirkby

Antonia Kirkby
+44 20 7466 2700

Roddy Martin

Roddy Martin
+44 20 7466 2255

Greg Mulley

Greg Mulley
+44 20 7466 2771

FCA, PRA and FRC statements on corporate reporting and COVID-19

A series of actions and statements have been published by the FCA, PRA and FRC this morning in relation to corporate reporting and COVID-19.

The FCA has published a statement which, in effect, gives listed companies an additional two months to finalise their annual report and accounts. Under DTR 4.1.3, companies have four months from their financial year end in which to publish audited financial statements, but the FCA says that it will not suspend the listing of companies if they publish financial statements within six months of their year-end. The statement also reiterates that the Market Abuse Regulation remains in force and listed companies are still required to fulfil their obligations concerning inside information as soon as possible.

The Q&A to accompany FCA statement confirms that the FCA statement does not currently extend to half yearly financial reports (interims) which should still be published within three months of the half year end in accordance with DTR 4.2. However, the FCA strongly recommends that listed companies review all elements of their timetables for publication of financial information in order to make appropriate use of the time available within regulatory deadlines to ensure accurate and carefully prepared disclosures.

The FCA, PRA and FRC have also published a joint statement on corporate reporting this morning which discusses a range of issues, including:

  • Systems and controls – Companies should develop and implement mitigating actions and processes to ensure that they continue to operate an effective control environment and should consider how they will secure reliable and relevant information, on a continuing basis, in order to manage their future operations.
  • Capital maintenance – Companies should pay attention to capital maintenance, ensuring that sufficient reserves are available when the dividend is made, not just proposed. The assessment of whether a dividend is appropriate should include consideration of current and likely operational and capital needs, contingency planning and the directors’ legal duties, both in statute and common law.
  • Audit opinions – That modified audit opinions may be required where auditors have been unable to gather the necessary audit evidence to complete the audit in full.
  • Going concern – Given the uncertainty about the immediate outlook for many companies, disclosures may be required that management is aware of material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern.
  • Auditors – Key audit partners may stay on past the five years rotation period and companies are encouraged to consider delaying planned tenders for new auditors, even when mandatory rotation is due.

In addition, the FRC has published guidance for companies preparing financial statements and a bulletin for auditors covering factors to be taken into account when carrying out audits during the current COVID-19 crisis.   This is accompanied by a summary of five key questions investors are seeking information from companies on.

Sarah Hawes

Sarah Hawes
+44 20 7466 2953

Caroline Rae

Caroline Rae
+44 20 7466 2916

Gareth Sykes

Gareth Sykes
+44 20 7466 7631

COVID 19 – FCA Primary Market Bulletin, AGMs, accounts, Companies House and M&A

As the COVID-19 outbreak, and its impact, escalates rapidly, various pieces of guidance have been published for companies to consider.

FCA Primary Market Bulletin

The Financial Conduct Authority (FCA) has published a Primary Market Bulletin (PMB No. 27) which discusses a number of issues for listed companies in relation to COVID-19.

  • Market Abuse Regulation – The FCA reminds issuers of their obligations in relation to inside information and that their operational response to COVID-19 may itself meet the requirements for disclosure under MAR. It also reminds issuers to continue to disclose PDMR dealings to the stock market and the FCA.
  • Market volatility and suspension of trading – The FCA says that it intends to continue to maintain open and orderly markets despite the current volatility.
  • Delays in corporate reporting – The FCA notes that there may be logistical issues in connection with the production and finalisation of forthcoming annual reports and accounts. It says that it expects issuers to put in place measures to minimise the potential impact. If an issuer does not believe it is able to meet its continuing obligations it should take appropriate advice and contact the FCA to discuss its situation.
  • Shareholder meetings – The FCA recognises that there may be issues in relation to forthcoming shareholder meetings, and that issuers may want to use virtual meeting methods.
  • Corporate transactions – The FCA will continue to review documentation for corporate transactions in accordance with the principles set out on its website. Issuers are encouraged to speak to their sponsor in relation to urgent transactional issues.

AGMs

We have published a briefing on the impact of COVID-19 on AGMs.

ICSA: The Chartered Governance Institute has also published a guidance note on the conduct of AGMs in light of COVID-19. It sets out the following possible options for companies which are due to hold an AGM in the coming months:

  • adapting the basis on which the company holds the AGM;
  • delaying convening the AGM, if the notice has not yet been issued;
  • postponing the AGM, if permitted under the articles of association;
  • adjourning the AGM; or
  • conducting a “hybrid” AGM, if permitted under the articles.

Annual reports and accounts

The Financial Reporting Council (FRC) has issued guidance for auditors who may face practical difficulties in carrying out audits as a result of COVID-19.

Companies which are unable to file their accounts on time because of COVID-19 may make an application (online or by post) to Companies House to extend the period allowed for filing. Details of how to make such an application are available here. If the company fails to apply for an extension prior to the filing deadline, and  the accounts are not filed on time, an automatic penalty will be imposed.

Companies House

Companies House has now closed its Belfast, Edinburgh and London offices. Paper documents can still be delivered to the Belfast and Edinburgh offices (details available here) but this option is not available for the London office. All hard copy Companies House filings should be sent to the Cardiff office at Crown Way, Cardiff, CF14 3UZ. Most companies and LLPs should be able to make most of their filings online using the WebFiling service. Further details about WebFiling are available here.

All same day services have been suspended until further notice and we understand that incorporations and registrations are currently taking longer than usual.

M&A

The rapidly evolving COVID-19 situation means that we cannot look too far ahead to predict what will happen next in the context of M&A. However, for those already involved in an M&A process or about to embark on one, there are some immediate issues for buyers and sellers to consider. We have published a briefing in which we look at issues for (a) deals that are between signing and closing; (b) deals that are in the course of negotiation; and (c) deal processes that are about to launch. We also make some general observations that apply to all M&A transactions.

Employment

Employers have an obligation to ensure the health and safety of their workforce – in many European countries this is a strict liability duty, rather than a “reasonable efforts” test. Regardless of this legal obligation, employers will of course wish to ensure that they keep their employees safe and healthy. Our employment team has published some practical advice for employers and examples of some of the questions which employers may be facing.

Further information

For further information and publications on COVID-19, see our hub page on navigating the COVID-19 outbreak.

Gavin Davies

Gavin Davies
+44 20 7466 2170

Julie Farley

Julie Farley
+44 20 7466 2109

Gareth Sykes

Gareth Sykes
+44 20 7466 7631