One of the proposals is to change the FCA’s Enforcement Guide given the FCA’s new power to suspend voting rights for shareholders who do not comply with certain Transparency Directive requirements. The new Transparency Regulations 2015, which amended the Financial Services Markets Act by adding section 89NA, have given the FCA the power to apply to court for an order suspending a person’s voting rights.
Decisions about applying to the court for a voting rights suspension order will be made by the Regulatory Decisions Committee Chairman or, in his absence, Deputy Chairman. In deciding whether to apply to the court for such an order, the FCA will consider the full circumstances of each case, and in particular the following factors:
- whether the contravention was deliberate or repeated;
- the time taken for the contravention to be remedied;
- whether the voteholder ignored warnings or requests for compliance from the FCA;
- the size of the holding of shares to which the contravention relates;
- any impact of the contravention on the integrity of the UK financial system;
- the effect of the contravention on any company merger or takeover.
A voting rights suspension order may be made for a specified period or an indefinite period.