GIBRALTAR Law and Practice Contributed by: Adrian Pilcher, Stuart Dalmedo and Louise Anne Turnock, ISOLAS LLP
• ensuring proper control, oversight and decision- making at board level. Where a company is regulated by the Gibraltar Finan - cial Services Commission (GFSC) or its securities are publicly offered, the GFSC places particular empha - sis on effective board oversight, risk management, internal controls and transparency, with expectations applied proportionately depending on the company’s size and complexity. Publicly traded companies must observe enhanced shareholder protections, including: • proper notice and conduct of general meetings; • clear voting procedures and rights attached to shares; • protection of minority shareholders; and • compliance with statutory rules governing resolu - tions, record-keeping and disclosure. These requirements arise under the Companies Act 2014 and related regulations applicable to public companies. 1.2 Corporate Governance Legislation and Regulation The principal sources of corporate governance requirements for companies in Gibraltar are the fol - lowing. The Companies Act 2014 The Companies Act 2014 is the principal statutory instrument governing the formation, operation and dissolution (excluding companies in compulsory liq - The Financial Services Act 2019 (FSA) and its accom - panying sector-specific Regulations establish Gibral - tar’s regime for financial services and securities law. The FSA applies to any person who carries on a regu - lated activity in or from within Gibraltar. The FSA also establishes the restrictions that apply to an offering of securities to the public made in or from Gibraltar. The FSA and its accompanying Regulations came into force on 15 January 2020, following the largest-ever uidation) of companies in Gibraltar. The Financial Services Act 2019
reform programme of Gibraltar’s financial services legislation, and provide a modern legislative frame - work for all financial and professional service sectors in Gibraltar. The reform consolidated approximately 90 pieces of legislation within an enhanced, more accessible and modernised structure, which introduces cross-secto - ral terminology and powers for the GFSC, aimed at ensuring consistency across all regulated activities. The Regulations complement the new structure, con - cepts and terminology of the FSA by consolidating prudential business conduct and other requirements applicable to each financial service industry within respective sets of sector-specific Regulations. Common Law Common law relates to the body of uncodified laws based on legal precedents established by the courts. The common law and the rules of equity from time to time in force in England and Wales apply to Gibraltar, subject to any modifications or exclusions made by His Majesty in Council, an Act of the UK Parliament or an Act passed by the Gibraltar Parliament pursuant to the Gibraltar English Law (Application) Act 1962. While Gibraltar’s legal system is based on that of Eng - land and Wales, Gibraltar’s statute law has developed differently in so far as the Gibraltar Parliament has enacted and amended laws to suit Gibraltar’s own particular requirements. Accordingly, it is important to note that English common law is not binding in Gibral - tar but can be a highly persuasive authority in Gibraltar legal proceedings where the statutory background is sufficiently similar. The fiduciary duties that directors owe to a company, for example, are products of com - mon law and are not codified in statute. 1.3 Companies With Publicly Traded Shares In addition to the requirements discussed in 1.2 Cor- porate Governance Legislation and Regulation , companies with shares that are publicly traded must also comply with the EU Market Abuse Regulation, which continues to apply in Gibraltar, subject to cer - tain amendments introduced under the Financial Ser - vices (Market Abuse) (Amendment) (EU Exit) Regu -
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