Services Capital markets, corporate governance and compliance

The Market Abuse Regulation (MAR) and other stock market regulations have set a high bar for public companies and investors. The regulatory landscape that public companies and investors must navigate is complex and is based on both EU directives and EU regulations, as well as on Swedish law and the regulations and general advice issued by the Swedish Financial Supervisory Authority. To add to the complexity, the Swedish stock market is to a large extent governed by a self-regulatory system shaped by the Swedish Code for Corporate Governance and the rulings and advice issued by the Swedish Securities Council. In addition, public companies and investors must take care to follow the rules of the stock exchanges and the guidance and recommendations prepared by the European Securities and Markets Authority (ESMA). This may prove challenging for Swedish companies listed on a regulated market, or other trading platform, as the EU-based rules are not always easy to reconcile with Swedish corporate governance standards.

Our team at Kilpatrick Townsend assists issuers, investors and other stakeholders on the stock market in the areas of stock market regulations, prospectuses, corporate governance and good stock market practice. Our team also assists listed companies and investors on disclosure rules and transaction reporting pursuant to the Market Abuse Regulation. In addition, we assist non-Swedish listed companies on the particularities of the Swedish regulatory landscape as compared to the rules on other jurisdictions.

We also advise issuers when planning and executing general shareholder meetings (AGMs and EGMs). Depending on the client’s needs, our advice can be limited to a review of the client’s drafts to ensure compliance with all applicable rules, or we may manage the whole process, including contacts with Euroclear, the draft of notices and proposals, proxies, chairing the meeting and preparing minutes as well as draft market communications. Irrespective of whether the project is small or large, we work to facilitate the client’s compliance with the complex stock market regulations and corporate governance standards.

Our team also advises on corporate compliance and drafts and reviews policies on, for example, anti-money laundering, anti-corruption and conflicts of interests.

We provide legal advice in matters including:

• Annual General Shareholders Meetings (AGMs) and Extraordinary Meetings (EGMs), notices, proxies and proposals
• Good stock market practice and company law
• Corporate governance
• Market Abuse Regulation (MAR) and disclosure rules
• Transaction reporting under Article 19 of the Market Abuse Regulation
• Prospectuses
• Board responsibility
• Compliance
• Policies

Contact one of our lawyers specializing in stock market law, corporate governance and compliance to learn more.