This week marks my one-year anniversary with the firm, and today I found myself thinking back on the technical knowledge I’ve acquired thus far. I’m happy to say that I now feel confident enough to lead a straightforward real estate or corporate finance transaction on my own. I’ve had some incredible hands-on experience in my corporate seat especially, and was even mentioned in some of our press releases for two separate capital markets deals.
What I wasn’t expecting however was to still feel uncertain about the direction I want my career to take.
When I hear the term “insider trading,” I tend to think of stories that make the headlines: Enron, Martha Stewart, and SAC Group. But what if you’re working for a company listed on the stock market, and need to speak to someone – say, your company’s lawyer – about an upcoming merger, profit warning, or mass redundancy?
It is not unusual for a public company to disclose important market moving information – such as advance warnings of earnings results – to analysts, lawyers, or selected investors before making the same information available to the general public.
Market moving information is a term used in stock market investing, defined as information that would cause any reasonable investor to make a buy or sell decision.
In regulatory parlance, when a public company reveals market moving information to a select group of people before it discloses that information to all investors at the same time, this is known as selective disclosure, or “wall crossing”. The problem with selective disclosure is that it creates an uneven playing field for investors, giving some people the opportunity to profit from market moving information before others.
Companies trading on the London Stock Exchange’s Alternative Investment Market are no longer exempt from publishing details of significant shareholders.
It is widely accepted that London is the money laundering capital of the world, with the property market being the primary avenue for the laundering of £100 billion ($128b USD) of illicit money each year (The Guardian, 2016).
To combat money laundering, tax evasion, terrorism financing, and fraud, both national and international organisations have introduced tougher, more wide-reaching legislation over the last few years. One such statute came into full effect this week here in the United Kingdom: Directive (EU) 2015/849, or the fourth anti-money laundering directive (“AML4”).
Breaking it down
Complementary to the AML4 legislation is the Persons with Significant Control (PSC) regime. The new law requires all companies – private and public – to keep a recorded register of the persons (including legal entities) who can control or otherwise influence a company. A PSC, popularly referred to as “beneficial owners,” is someone with more than a 25 per cent holding of the shares in a company.
The rationale is that making public this information will prevent fraud and tax evasion through the use of overseas holding structures, which often mask the true ownership of a company or the property it owns.
Last month I attended “The Purposeful Company: a healthy prescription for UK public companies?” at the London School of Economics. The lecture was based upon a recent report published by the Big Innovation Centre (“BIC”) and focused on proposed changes to Company Law and Regulation, aimed at fostering a culture of corporate purpose. The presentation covered the importance of corporate purpose, the implications and failures of the current legal and economic ecosystem, and proposals for legislators, investors, and companies alike moving forward.
Read below for my notes on what it means to have corporate purpose, shareholder commitment to corporate vision, and proposals for decision makers.