Bribery and corruption

The Government plan to introduce a bribery bill in the 2008/9 parliamentary session, according to this year’s Draft Legislative Plan.  There was a Corruption Bill in the 2005/6 session, that did not survive the end of the session.  It is too early to say whether the new bill will be more or less a repeat of the abandoned one, but the Plan says it will reform the criminal law of bribery.  It will “provide for a new, modern and consolidated scheme of bribery offences to cover bribery both in this country and by foreign public officials abroad, and equip prosecutors and courts with the tools they need to tackle bribery of all kinds.”  The next Parliamentary session is scheduled to open on 3 December 2008.

Companies (Particulars of Company Charges) Regulations 2008

BERR have published The Companies (Particulars of Company Charges) Revised Draft Regulations 2008.  They, Err …, deal with the information to be provided to the Registrar of Companies on the registration of company charges under Part 25 of the Companies Act 2006.  These are timetabled to come into force on 1 October 2009. 

They are still in draft and capable of revision but I think this is unlikely.  The prescribed particulars for English and Welsh companies are—
“(a) the date of the creation of the charge;
(b) a description of the instrument (if any) creating or evidencing the charge;
(c) the amount secured by the charge;
(d) the name and address of the person entitled to the charge; and
(e) short particulars of the property charged.”

For Scotland, the prescribed particulars are:

“(a) the particulars prescribed by regulation 2; and
(b) in the case of a floating charge, a statement as to any provisions of the charge and of any instrument relating to it which prohibit or restrict or regulate the power of the company to grant further securities ranking in priority to, or pari passu with, the floating charge, or which vary or otherwise regulate the order of ranking of the floating charge in relation to subsisting securities.”

 

 

“Rome I - Should the UK Opt in?”

The Ministry of Justice has issued a consultation paper addressing the issue of whether the UK should opt in to the Rome I Regulation on choice of law in contract.   BLB has been concerned about Rome 1 before.

The Rome I proposal will provide clarity over which law applies if a dispute arises over a contract made between people or businesses from different countries.  The idea is to allow cross border trade to continue with confidence.  Questions arise for the banking industry in relation to securitisation and assignments, among other things.  There will be - or should be - a great deal of debate on this from bankers.  For a couple of years now there has met at MinJ, and before that at the DTi, a stakeholder group of lawyers and eminent academics who have ironed out the worst problems of the drafting.  There are still enough practical problems that need to be addressed that, eg, ISDA has formed a working group to work out what to do about the proposals.

The Government thinks the UK should opt in to the Rome I Regulation.  In doing so, they think the UK should apply similar rules to contracts connected to two or more jurisdictions within the UK. 

The Government wants to test this conclusion by seeking the views of stakeholders.  The consultation paper seeks views on:

• Is it in the national interest for the Government to seek to opt in to the Regulation?
• Should the Rome I rules apply throughout the UK if the UK opts in to the Regulation?

Responses must be submitted to the HM Courts Service by 25 June 2008.

An apology and some law

Bank Law Blogger’s loyal reader must think BLB spends too much time watching credit crunch and her shares plummet to write posts for the Blog.  It’s true.  That, combined with an enjoyable secondment to a client has distracted her a trifle.  But with the passing of a snowy Easter, BLB has pulled herself together and is back in action.

Grosvenor Casinos Ltd v National Bank of Abu Dhabi

This case last month shows that the Uniform Rules for Collection (URC) 522 did not create privity of contract between the principal and the collecting banks.   The claim based on breach of contract and fraud was dismissed.  It was brought by a London casino against a UAE bank and arose out of the bank failing to honour two cheques created by a customer of the casino.

Companies Act 2006 - 6 April 2008 implementation

Another stage of implementation of the Companies Act 2006 happened on 6 April 2008. Provisions now in force include:
Part 12: Company secretaries
Section 44: Execution of documents
Part 15: Accounts and reports, other than ss417 and 463.
Part 16: Audit, other than ss485-488
Part 19: Debentures
Parts 20: Private and public companies and 21: Certification and transfer of securities
Part 23: Distributions
Part 26: Arrangements and reconstructions

The biggie - changes to registration of charges - will come in on 1 October 2009.

Remaining commencement dates

Implementation of the Payment Services Directive

The Government have issued this consultation document showing how it proposes to implement the PSD.  It explains where the Government has some flexibility. It looks at the type of firms which will be subject to the requirements of the PSD; the conditions for waiving the application of the prudential authorisation requirements; the waiving of some of the conduct of business conditions for low-value payment instruments and electronic money; and the potential changes to payer liability for unauthorised use of payment instruments.

Added on 11 February 2008: Your questions on PSD - EC Questions & Answers

The EC has published a Q&A to which inerested parties are invited to submit questions.  some topics covered:

• the application of the payment institution
• grandfathering
• the debit value date in the case of bank holidays

Leased plant and machinery

HMRC has been spending a bit of time drafting laws to prevent people avoiding tax on “mismatched chains of leases” and on leases granted at a premium.  They have published a Technical Note with draft legislation to be included in the Finance Bill 2008, that affects:

• 1. Arrangements involving head leases and sub-leases which create tax losses where there are no commercial losses (mismatched chains of leases).
• 2. Arrangements involving the grant of a lease for a premium.

HMRC has invited comments to be received no later than 14 February 2008.

Companies Act 2006 change to implementation

The majority of the implementation of the Companies Act 2007 that had been planned for October 2008 will now be put back until October 2009.  The BERR have announced this and say that Companies House need the extra time to be ready for the changes being introduced by the Companies Act 2006. All October 2008 changes relating to incorporation, share capital, etc, which require Companies House to update their procedures, will be postponed until October 2009.

Provisions relating to directors’ duties and the abolition of the prohibition on financial assistance and anything else that does not require Companies House to be ready, will be subject to a short consultation to establish whether they should also be delayed until October 2009 or introduced, as originally planned, in October 2008. There will be a further announcement in December 2007. The planned changes for April 2008 will still be implemented in April 2008. 

UK unclaimed assets scheme

Government Response to TSC’s Eleventh Report of Session 2006-07

This is the Government’s response, published on 8 October 2007, to the Treasury Select Committee report . The Government will introduce legislation to establish a statutory right for consumers to reclaim their money from a reclaim fund at any time. The FSA will authorise the reclaim fund, meaning that it will bring the reclaim fund within the Financial Services Compensation Scheme (and the Financial Ombudsman Service, in the event of disputes). Given the sector’s ongoing support for a voluntary scheme, the Government does not propose to include reserve powers to establish a compulsory scheme at this time. It is noted that the Government is not proposing to treat different parts of the banking and building society sectors differently.

EU integration of retail markets

We can expect more law to come out of Europe over the next few years integrating the European retail financial markets. A press release on the 19 September by the European Commission shows that at a hearing on Retail Financial Services, the European Banking Federation repeated its conviction there are benefits to be gained from integration of the European retail financial markets.

Companies Act 2006 commencement table

The BERR (take a deep breath: that’s the Department for Business Enterprise and Regulatory Reform) have published a commencement table showing the dates different Parts of the Act will come into force.  You do need to check the relevant commencement order to be absolutely sure but it is a useful guide.

Useful to see section 1282, that reverses the House of Lords decision in the case of Leyland Daf, “payment of expenses of winding-up”, is going to come into force on 6 April 2008.