On 29 July 2024, the new UK Listing Rules came into force. The new rules institute a simpler, more flexible, disclosure-based listing regime and are designed to place London on a competitive footing with other major...more
7/29/2024
/ Acquisitions ,
Capital Markets ,
Commercial Companies Law ,
Corporate Governance ,
EU ,
Financial Conduct Authority (FCA) ,
FTSE ,
Listing Rules ,
Mergers ,
Private Equity ,
UK
The Financial Conduct Authority (FCA) published the final Listing Rules, representing the most significant reform of the UK’s listing regime in over three decades, on 11 July 2024 following a period of extensive...more
In July 2023, the UK government published its findings from the Investment Research Review (Review) as part of the UK government’s Edinburgh Reforms. The Review made a number of recommendations to encourage research...more
The UK government has proposed a number of measures — both legislative and regulatory — to restore trust in audit and corporate governance and maintain the UK’s reputation as a home of sound corporate governance. Some of...more
Following a series of consultations, and as part of its wider overhaul of the UK’s financial services regime, in November 2023, the UK government published a draft statutory instrument that will replace existing European...more
2/7/2024
/ EU ,
Financial Institutions ,
Financial Markets ,
Financial Regulatory Reform ,
Financial Services Industry ,
Investment ,
Investment Management ,
New Regulations ,
Packaged Retail And Insurance-Based Investment Products (PRIIPS) ,
Proposed Regulation ,
Regulatory Reform ,
UK
As part of the wider review of the UK’s capital markets regulatory landscape, in May 2023, the Financial Conduct Authority (FCA) published Consultation Paper CP23/10, which set out proposed reforms for companies with listed...more
Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 -
Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage...more
12/22/2023
/ Acquisitions ,
Antitrust Provisions ,
Banking Sector ,
Capital Markets ,
China ,
Climate Change ,
Commercial Real Estate Market ,
Competition ,
Controlling Stockholders ,
Corporate Governance ,
Cross-Border ,
EU ,
Exit Strategies ,
Financial Services Industry ,
Geopolitical Risks ,
Global Dealmaking ,
HKEx ,
Insurance Industry ,
Joint Venture ,
Merger Controls ,
Mergers ,
Private Equity ,
Regulatory Agenda ,
Risk Management ,
Securities ,
Short-Term Loans ,
Takeovers ,
Technology Sector ,
UK
2023 Market Backdrop -
U.S. and European capital markets in 2023 proved remarkably resilient in the face of challenges that read like a top 10 list of major market disrupters:
- A rapid rise to higher-for-longer...more
On October 30, 2023, the Securities and Exchange Commission (SEC) issued an order granting broker-dealers exemptive relief from Rule 15c2-11 of the Securities Exchange Act of 1934 for fixed-income securities sold in...more
11/16/2023
/ Asset-Backed Securities ,
Broker-Dealer ,
Debt Securities ,
Division of Trading and Markets ,
Enforcement Actions ,
Equity Securities ,
Exemptive Relief ,
Fixed Income Investments ,
Investors ,
Liquidity ,
Public Information ,
Regulation S ,
Rule 144A ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Trade Associations
On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more
10/5/2023
/ Division of Corporate Finance ,
EDGAR ,
Electronic Filing ,
Filing Requirements ,
Financial Industry Regulatory Authority (FINRA) ,
Government Shutdown ,
New Guidance ,
Proxy Statements ,
Publicly-Traded Companies ,
Registration Statement ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Our 2024 annual guide to SEC filing deadlines and financial statement staleness dates has been released. Public companies should keep in mind key reporting deadlines, disclosure obligations and SEC holidays as they plan for...more
In July 2023, the Investment Research Review (the Review) commissioned by the UK government published its findings into investment research in UK capital markets. The Review made the following seven recommendations, seeking...more
8/1/2023
/ Capital Markets ,
Equity Markets ,
EU ,
Financial Conduct Authority (FCA) ,
Financial Institutions ,
Financial Services Industry ,
Initial Public Offering (IPO) ,
Investors ,
Listing Rules ,
MiFID II ,
Retail Market ,
UK
Nearly two decades after the enactment of SOX, which was precipitated by several high-profile corporate and accounting scandals in the US during the late 1990s and early 2000s, UK and European regulators are grappling with a...more
7/19/2023
/ Capital Markets ,
Compliance ,
Corporate Financing Rule ,
Corporate Fraud ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Publicly-Traded Companies ,
Regulatory Reform ,
Reporting Requirements ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC) ,
Transparency ,
UK
On 7 June 2023, the UK Parliament passed the Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2023, which brings cryptoassets within the scope of rules that regulate the marketing of financial...more
A key factor in recent discussions on revitalising London’s place as a capital markets and financial services hub has been a renewed attention on executive compensation. Recent comments made by Julia Hoggett, the CEO of the...more
6/14/2023
/ Board of Directors ,
Capital Markets ,
Corporate Governance ,
Executive Compensation ,
Investment ,
Investors ,
Listing Standards ,
London Stock Exchange ,
Non-Compete Agreements ,
Publicly-Traded Companies ,
Remuneration ,
UK
As part of the wider review of the UK’s capital markets regulatory landscape, the FCA published Consultation Paper CP23/10, which sets out reforms for companies with listed shares on the Main Market of the London Stock...more
5/8/2023
/ Capital Markets ,
Corporate Governance ,
Disclosure Requirements ,
Eligibility ,
Equity Markets ,
Financial Conduct Authority (FCA) ,
Initial Public Offering (IPO) ,
Listing Rules ,
Publicly-Traded Companies ,
Stock Exchange ,
UK
There has been increased focus recently among London-listed companies in exploring US listings, whether as a further listing or migrating from London altogether. This is primarily being driven by companies seeking to close...more
4/4/2023
/ Capital Markets ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
FTSE ,
Holding Companies ,
NYSE ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Share Trading Obligation (STO) ,
Shareholders ,
Stock Exchange ,
UK
On February 15, 2023, the Securities and Exchange Commission (SEC) adopted final rule amendments that will shorten the standard settlement cycle for most broker-dealer securities transactions from two business days after the...more
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ 10b5-1 Plans ,
Beneficial Owner ,
Board of Directors ,
Capital Markets ,
Corporate Counsel ,
Corporate Governance ,
Cybersecurity ,
Disclosure ,
Final Rules ,
Insider Trading ,
Investors ,
Pay-for-Performance ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Risk Management ,
SEC Comment Letter Process ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Special Purpose Acquisition Companies (SPACs)
To prepare for 2023, reporting companies should be aware of applicable SEC filing deadlines and financial statement “staleness” dates, as well as regulatory reforms that may affect the preparation and contents of disclosures...more
12/22/2022
/ Capital Markets ,
Capital Raising ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Filing Deadlines ,
Filing Requirements ,
Financial Statements ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Regulatory Reform ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Smaller Reporting Companies
As the U.K. faces what the Bank of England recently described as “very challenging” times, with the possibility of the U.K.’s “longest recession since records began,” issuers listed on the London Stock Exchange should pay...more
12/14/2022
/ Board of Directors ,
Capital Markets ,
Capital Raising ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Disclosure ,
Disclosure Requirements ,
Economic Duress ,
EU ,
Guidance Update ,
Offerings ,
Preemption ,
Recessions ,
UK
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
12/14/2022
/ Acquisitions ,
Anti-Corruption ,
Antitrust Division ,
Banking Sector ,
Big Tech ,
Board of Directors ,
Bonds ,
Borrowers ,
Capital Markets ,
Capital Raising ,
China ,
Climate Change ,
Convertible Notes ,
Corporate Counsel ,
Corporate Governance ,
Corporate Restructuring ,
Creditors ,
Cross-Border ,
Cryptocurrency ,
Digital Assets ,
Due Diligence ,
Economic Sanctions ,
Enforcement ,
Environmental Social & Governance (ESG) ,
EU ,
Executive Compensation ,
Financial Services Industry ,
Forum Selection ,
Investigations ,
IRS ,
Lenders ,
Mergers ,
Money Laundering ,
Partnerships ,
Publicly-Traded Companies ,
Recessions ,
Repurchases ,
Russia ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
Taxation ,
Technology ,
UK ,
Vertical Mergers
On 19 July 2022, the U.K. Secondary Capital Raising Review (the Review) published its report (the Report), making significant recommendations to improve the efficiency of secondary capital raising by companies listed on the...more
In light of the recent increased volatility in the global financial markets, a number of companies have raised questions regarding the desirability of repurchasing shares at reduced market prices. This alert addresses...more
3/22/2022
/ 10b5-1 Plans ,
Board of Directors ,
Confidential Information ,
Delaware General Corporation Law ,
Material Nonpublic Information ,
Publicly-Traded Companies ,
Regulation S-K ,
Reporting Requirements ,
Rule 10b-5 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Repurchases
Takeaways -
Responding to a decline in the London Stock Exchange’s global market share of IPOs and other fundraising, a string of government-commissioned reports prompted proposals to reform the U.K.’s listing rules and...more