Relevance to: mainly listed companies

During February 2011, the Government is expected to announce a business strategy to increase the number of women on the boards of listed companies in the UK, based on recommendations by Lord Davies of Abersoch. Lord Davies was asked to carry out a review into the lack of women in UK boardrooms and as part of that review BIS launched an online call for evidence which received more than 2,600 responses. Lord Davies has recently indicated that quotas are most likely to be ruled out as a recommendation, despite their success in other European countries such as Norway. For further details see the BIS website call for evidence page and the announcement: Women on boards review sees over two thousand responses.

Relevance to: all organisations

A significant piece of legislation on the horizon is the Bribery Act 2010. The Bribery Act constitutes the most comprehensive anti-bribery legislation ever introduced in the UK. It is currently planned to come into force in April although press reports indicate that due to last minute pressure from business it may be reviewed. Whether anything will change remains to be seen. In its current form, it introduces criminal liability for businesses who fail to prevent bribery. For a short summary of the provisions of the Bribery Act, and how it could affect you as an organisation, read more here. Mishcon ASSURE™ provides a tailored service which is designed to help protect your organisation from Bribery Act related criminal sanctions, civil liability and reputational damage.

Relevance to: companies and groups whose annual profits exceed £1.5 million

The main rate of corporation tax will be reduced to 27% (from 28%) for the year commencing 1 April 2011. Further annual reductions of 1% each subsequent year will also be made, culminating in a rate of 24% for the year commencing 1 April 2014.

Relevance to: companies and groups whose annual profits do not exceed £300,000

The small companies rate of corporation tax will be reduced to 20% (from 21%) for the year commencing 1 April 2011.

Relevance to: companies utilising capital allowances

Capital allowance rates for expenditure on plant and machinery will reduce from 1 April 2011 to 18% and 8% (depending on the type of plant and machinery acquired).

Relevance to: all organisations

The government has confirmed, to some commentators' surprise, that the additional paternity leave regulations will not be amended or abolished. Accordingly, from April this year, some fathers will be entitled to take up to twenty six weeks additional paternity leave. For an analysis of what this means in practice, read more here.

Relevance to: organisations with empty non-domestic property

The minimum threshold rateable value for empty non-domestic property relief will decrease from £18,000 to £2,600 (in England) and £2,200 (in Wales) from 1 April 2011.

Relevance to: all companies, but particularly those with complex share structures

Companies have to file an "annual return" containing a statement of capital annually. The forms became unnecessarily burdensome for some companies in October 2009, due to requirements for information about voting rights and the amounts paid and unpaid on each share. This could be an issue where share premium for a company has differed from share issue to share issue or been the subject of one or more corporate actions e.g. buybacks, redemptions, share splits, and consolidations. From October, companies will only be required to provide the number of and aggregate nominal value of their total shares and of each class. For further details see the BIS consultation pages.

Relevance to: all organisations using temps

In October, new rules come into force which will give enhanced rights to agency workers (temps). Temps will be entitled, after 12 weeks, to the same basic terms and conditions as though they had been recruited directly by the end user. "Basic terms and conditions" will include pay and holiday pay, commission and target related bonuses. This is likely to increase the costs of using temps and could also lead to liability on the part of end users as well as temping agencies. As soon as they start working for an end user, temps will also be entitled to be given access to facilities and amenities (crèches, canteen facilities) at the end user, and should be notified of any vacancies at the end user. Pregnant temps, and temps who have recently given birth, are also given additional protections.

Relevance to: corporate financiers and those in financial services industries

There will be an increasing shift of power this year from national, towards greater European, regulation of financial services and we will need to get to grips with new acronyms. On 1 January 2011, a new European System of Financial Supervision came into effect and the European Systemic Risk Board (ESRB) and 3 new European Supervisory Authorities (ESAs) came into existence. One such ESA is the European Securities and Markets Authority (ESMA) which took over from the Committee of European Securities Regulators (CESR) on 1 January 2011. The aim is for there to be convergence between member states on technical rules and mechanisms to ensure agreement and coordination between national supervisors, consistent application of rules and coordinated decision making in emergency cases. While the ESAs will not as yet have the power to supervise firms (except for certain credit rating agencies), they will be able, where primary legislation allows, to create legally binding technical standards. The "Omnibus 1 Directive", which amends existing legislation in respect of the powers conferred on the new ESAs, must be implemented by member states by 31 December 2011. In particular, this will include amendments to a number of directives giving the ESAs the powers to make "technical standards" directly binding in the member states. For further details see the pages on financial supervision on the Europa website.

Relevance to: quoted companies and potential bidders

We predict that there will be further amendments to the Takeover Code (there were three sets of amendments in 2010). The Panel Code Committee currently proposes various amendments to the Code in response to the outcry following the Kraft bid for Cadbury plc, including to prohibit deal protection measures and inducement fees other than in certain limited cases. The changes are proposed to help level the playing field in favour of offeree companies and make hostile offers more difficult to implement. The absence of an inducement fee may deter certain offerors (such as private equity funds) from entering into a bid process where there is significant uncertainty over the outcome of that process. See the Code Committee's consultation and response statement 2010/2 entitled "Review of certain aspects of the regulation of takeover bids" on the Panel website. The Committee intend to publish one or more public consultation papers in due course to set out the proposed amendments in full.