Ropes & Gray LLP (JD Supra United Kingdom)

As preparations continue for the overhaul of regulatory arrangements relating to corporate reporting in the UK, the Financial Reporting Council (FRC) continues to emphasise its high expectations of auditors and companies and its increasing readiness to take action where they are not met. At an event in London earlier this week, its Director of Corporate Governance, David Styles, confirmed that...

On 8 January 2018, the Information Commissioner launched a public consultation on a Direct Marketing Code of Practice, which she is required by Section 122 of the Data Protection Act 2018 to produce in order to provide practical guidance in relation to the carrying out of direct marketing in accordance with the requirements of the data protection legislation and the Privacy and Electronic...

THE VIEW FROM ROPES & GRAY - The breadth of the private capital industry will continue to grow in 2020. The European Private Capital industry showed remarkable resilience in 2019, despite the strong macroeconomic and geo-political headwinds. For our clients, whilst it is true to highlight an increased focus on more Euro-centric deals, on particular sectors (tech, life science and...

On Friday 24 January 2020, the UK’s Financial Conduct Authority (“the FCA”) hosted an insightful webinar on “using assessment as a tool to understand culture”. Alison Cottrell, CEO of the Banking Standards Board, and Dr Ben Hardy from the SOAS School of Finance and Management, joined Jonathan Davidson, the FCA’s Executive Director of Supervision for Retail and Authorisations for the panel...

Compliance teams within asset managers and alternative investment firms can expect a busy 2020. In two separate Dear CEO letters both published by the UK Financial Conduct Authority (“FCA”) on 20 January 2020, the FCA has stated that overall standards of governance in a range of areas fall below its expectations. The letters set out in brief terms the specific ways in which the FCA considers that

One of the many unanswered questions associated with the United Kingdom’s departure from the European Union on 31 January 2020 is the future use of sanctions as part of the United Kingdom’s foreign policy playbook. From the time of Brexit on 31 January 2020 until 31 December 2020, OFSI has confirmed that the United Kingdom will continue to apply all current EU sanctions. At the end of this period,

In the UK, as is the case in other jurisdictions, prosecutors’ assessments of corporate organisations’ compliance arrangements are crucial to whether investigations will be concluded through deferred prosecution agreements (“DPAs”) or prosecutions. Guidance published by the UK Serious Fraud Office (“SFO”) on 17 January 2020 provides the clearest indications yet about when and how it will evaluate

The Opinion of Advocate-General (AG) Henrik Saugmandsgaardøe in the “Schrems II” case (C-311-18) was delivered on 19 December and will likely leave organisations, which currently rely on EC Commission-approved standard contractual clauses to ensure adequate protection for personal data that they transfer internationally heaving a collective sigh of relief, at least for the moment.

The UK Information Commissioner recently published a consultation paper inviting views on the ICO’s proposal that it should be granted investigation and asset recovery powers under the Proceeds of Crime Act 2002 (“POCA”).

In September 2019, a speech made by Matthew Miner, deputy assistant attorney general in the U.S. Department of Justice’s criminal division, announced that federal prosecutors will assess whether compliance officers make adequate use of data analytics in their reviews of companies that are under investigation. This announcement comes at a time when both the UK and the US are looking at new and...

For years, companies’ risk mitigation efforts were typically reactive rather than proactive, involving policies and procedures rolled out by compliance departments to address regulatory shifts or new potential vulnerabilities. The onus was on employees to follow the rules without question, since compliance departments were often understaffed and teams spent much of their time simply trying to...

UK anti-money laundering (“AML”) authorities are receiving more Suspicious Activity Reports (“SARs”) than ever. The numbers of cases in which they are being asked to give clearance for transactions to proceed increased by over 50 per cent in 2018/19. These are the headlines emerging from the annual report of the UK Financial Intelligence Unit (“UKFIU”), the part of the UK National Crime Agency (“N

On 23 October 2019, the UK Supreme Court decided that Professor Ian Shanks, a former employee of Unilever UK Central Resources Ltd (“UCRL”), a wholly owned subsidiary of Unilever plc, was entitled to compensation under section 40 of the Patents Act 1977 (the “1977 Act”). This was because certain patents in relation to an invention developed by Professor Shanks were held to have been of...

On 16 October 2019, the Bank of England (“BoE”) and Financial Conduct Authority (“FCA”) published a joint report on the use of machine learning (“ML”) in the UK financial services industry (the “Report”). The Report’s findings will be of interest to those operating in the financial services sector, which increasingly uses ML to assist with a wide variety of commercial and compliance-related...

The UK Financial Reporting Council (“FRC”) has (on 30 September) issued a revised standard (International Standard on Auditing (UK) 570 – “the Standard”) to be applied by auditors when assessing whether entities are viable as going concerns. The changes to the Standard, which take effect in respect of audits of financial statements for periods commencing on or after 15 December 2019 (or earlier...

On 12 July 2019 the UK government published its Economic Crime Plan for 2019-22 (the “Economic Crime Plan” or the “Plan”). The Economic Crime Plan sets out in greater detail the actions the UK government proposes to take in relation to seven key areas, which were agreed in January 2019 by the Economic Crime Strategic Board.

The latest enforcement statistics released by the UK Financial Conduct Authority (“FCA”) show that the regulator is investigating more firms and individuals than ever in relation to an ever expanding range of alleged misconduct.

On 8 July 2019, the UK Information Commissioner (ICO) issued a statement in response to an announcement to the London Stock Exchange of its intention to issue British Airways (BA) with a monetary penalty of £183.39 million for breaches of the General Data Protection Regulation (GDPR). The next day the ICO issued a further statement in response to Marriott International, Inc’s (Marriott) filing...

The Information Commissioner’s Office has published GDPR: One Year On, describing its experiences and giving insights into the impact of the GDPR since 25 May 2018. The document reaffirms the ICO’s risk-based approach to enforcement focussing on GDPR breaches involving highly sensitive information, large groups of individuals and vulnerable individuals. A key message, however, is that there is “st

In a report published on 10 June, the Financial Conduct Authority has set out its assessment of the money laundering risks and vulnerabilities in the capital markets. The report recognises that this is an area that historically may not have been specifically addressed by firms’ systems and controls. Although it is aimed at helping firms with developing appropriate compliance arrangements rather...

On 11 June 2019, the Cyber-Attacks (Asset-Freezing) Regulations 2019 (SI 2019/956) (the “U.K. Regulations”) come into force in the United Kingdom. The U.K. Regulations implement the domestic requirements of EU Regulation (2019/796), which sets out restrictive measures against cyber-attacks (i.e., malicious cyber activities) threatening the European Union or its Member States.

The UK Information Commissioner’s Office (“ICO”) is welcoming enquiries from organisations that are considering developing a General Data Protection Regulation (“GDPR”) certification scheme. The announcement comes alongside updated ICO guidance on certification under the GDPR, as the European Data Protection Board (“EDPB”) completes a round of consultations with a view to adopting a full set of...

When a company enters a period of financial distress, directors must consider the interests of the company’s creditors and, depending on the extent of the financial distress, may need to prioritise such interests over those of its members. In such distressed situations, the key current heads of liability directors may face (for which they may potentially incur personal liabilities) include...

In normal circumstances, a director’s primary duty (owed to the company, not the company’s shareholders or the corporate group) is to promote the success of the company for the benefit of its shareholders as a whole. When a company enters a period of financial distress (the so-called “zone of insolvency”) there is a shift of emphasis in the duties of the directors: directors must consider the...

The UK Information Commissioner’s Office (ICO) is calling on UK data controllers and processors to be more accountable in the wake of the latest Global Privacy Enforcement Network's (GPEN) annual intelligence gathering operation which looked at “how well organisations have implemented the core concept of accountability into their own internal privacy policies and programmes”. While the joint...

What is changing? From 9 December 2019, all FCA solo regulated firms, as well as EEA and third country branches will be subject to the Senior Managers and Certification Regime (“SMCR”) which will replace the current Approved Persons Regime (“APR”).

A review of the U.K. asset management and wholesale banking sectors by the Financial Conduct Authority (“FCA”) has found that regulated firms struggle to identify and respond to the specific cyber risks facing their businesses.

UK supermarket Morrisons has lost its appeal against the decision of Mr Justice Langstaff that it was vicariously liable in damages to over 5,000 employees and ex-employees for the unlawful disclosure by a rogue employee, an internal IT auditor with a grudge, of payroll data comprising the personal data of almost 100,000 employees.

Over the last month, the UK Home Office has sent letters to more than 17,000 companies that it believes are required to publish an annual statement under the UK Modern Slavery Act. The letters request that companies register on the Modern Slavery Contact Database by November 18, publish up-to-date modern slavery statements by March 31, 2019 and submit their statements to specified transparency...

The UK National Crime Agency (NCA) has successfully defended the first challenge to its new power to require individuals to explain how they have acquired assets which it suspects may represent the proceeds of crime.