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Following on from the consultation at the end of 2023, the FCA has published its changes to the Listing Rules sourcebook, chapter 8 (sponsors), which take effect immediately. The changes focus on how a sponsor or a person applying for approval as a sponsor is required to demonstrate their competence. The FCA has largely adopted the rules and amendments to the three Technical Notes on sponsor competency proposed in CP23/31 but with some minor amendments to reflect feedback received. The FCA has also published Primary Market Bulletin No.48 which is focussed on consulting on changes to existing technical notes that the FCA consider are the most essential in supporting the understanding of the new UK Listing Rules or most frequently used.  Notably, the FCA states that it expects to: send notifications to issuers mid-May explaining where they expect to be mapped to should the proposals be implemented; and seek board approval of the final UK Listing Rules at the board meetings on either 27 June or 25 July. If the FCA is sticking to its original timetable and the rules are approved at one of these Board meetings, the final policy statement would subsequently be published with an implementation period of 2 weeks before the new rules come into force.

Our April update includes a case on AI facial recognition software that allegedly discriminated against black people, a case where an individual carrying out a dismissal did not have enough knowledge of protected disclosures for the employer to be liable for a whistleblowing dismissal, and a case on the issue of acts of discrimination continuing over an extended period. We also feature a news roundup on generative AI in the workplace, awareness (or lack of it) of the new flexible working rules and proposed new legislation limiting the scope of NDAs with regard to criminal matters.

In this Insight, Zaynah Mirza considers the case of CLS Civil Engineering Ltd v WJG Evans and Sons (a partnership) [2024] EWHC 194 (TCC) which concerned a number of issues including whether the terms of the letter of intent or the terms of the contract yet to be entered into governed the project.

On April 19, 2024, the United States Environmental Protection Agency (“EPA”) announced that it is designating perfluorooctanoic acid (“PFOA”) and perfluorooctanesulfonic acid (“PFOS”) as Hazardous Substances under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”).  As discussed below, this designation will, among other things, affect remediation efforts, notification requirements, and due diligence activities.  It also will have ripple effects across many state regulations that reference CERCLA Hazardous Substances. Originally proposed in September 2022, finalization of the rule has been significantly delayed, largely due to the over 64,000 public comments received.  Importantly, one of the major concerns is how the CERCLA listing would impact municipally owned passive receivers of PFAS like landfills, publicly owned treatment works, airports, and farms that have land applied biosolids.  To address those concerns, EPA issued an Enforcement Discretion Guidance document simultaneously while issuing the final rule which provides some relief to those entities. The final rule, related website, and press release provide additional information.  Once the rule is published in the Federal Register, it becomes effective in sixty (60) days, absent any legal challenges. 

A new Takeover Panel consultation proposes to narrow the scope of the companies subject to the Takeover Code (the “Code”). Under the proposals, the Code would only apply to a company which has its registered office in the UK, the Channel Islands or the Isle of Man (“UK registered”) and either: any of the company’s securities are admitted to trading on a UK regulated market ie. the Main Market, a UK multilateral trading facility ie. AIM, or a stock exchange in the Channel Islands or the Isle of Man (“UK listed”); or the company was UK listed at any time during the three years prior to the relevant date. Subject to transitional provisions, the Code would no longer apply to a public or private company which is neither UK listed nor UK listed during the three years prior to the relevant date.