On 26 July 2024, the FCA published consultation papers on a new public offers and admissions to trading regime to replace the existing UK Prospectus Regulation, and on proposals to establish public offer platforms (POPs) as a...more
As the pace of reform increases, we take a look at key developments and the timeline ahead. Significant progress has been made on the Edinburgh Reforms since they were announced in December 2022, with developments...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more
The U.K.’s newest Financial Services and Markets Act of 2023 (“FSM Act”) received Royal Assent on 29 June 2023. Certain parts came into force on its passing, others will come into effect two months after that, and the...more
The FCA reveals its initial thinking on the regulatory framework for primary multilateral trading facilities and public offer platforms. On 13 July 2023, the FCA published its fifth and sixth engagement papers to solicit...more
The Chancellor has delivered his first Mansion House speech with a focus on bolstering the UK capital markets. The speech highlighted the: ..highly innovative step and global first of establishing a new ‘intermittent...more
This edition covers proposed major reforms to the listing and prospectus regimes, corporate governance reforms largely relating to audit and internal controls, and proposed changes to the Takeover Code affecting the...more
FCA takes an innovative approach to obtain feedback from industry and stakeholder groups. In May 2023, the FCA launched a process of engagement and dialogue on how the UK’s future prospectus regime could operate....more
On 3 May 2023, the UK Financial Conduct Authority (the “FCA”) published significant further proposals in a consultation paper (CP23/10) for reforming the UK listing regime....more
Welcome to our first edition of Corporate Briefing, where we review the latest developments in corporate law that you need to know about. In this month’s issue, we discuss...more
Primary Market Bulletin No. 44 reminds issuers of the: ..use of multimedia content (including audio and video) in regulatory news announcements; ..FCA’s position on the requirement for a prospectus when shares are...more
The timetable sets out three tranches of extensive regulatory changes to UK and EU law in 2023 and 2024. The “Edinburgh Reforms”, a series of announcements made on 9 December 2022 by the Chancellor of the Exchequer, set...more
The landmark UK Secondary Capital Raising Review Report takes a holistic approach in making bold and comprehensive recommendations to improve the UK secondary capital raising processes and ecosystem. On 19 July 2022, HM...more
On March 1, 2022, HM Treasury published its conclusions on the consultation it launched in July 2021 on major reforms to the U.K.’s prospectus regime. That consultation followed on from Lord Hill’s Listing Review which made...more
The consultation response heralds innovation-friendly reform to the UK wholesale capital markets regime. On 1 March 2022, HM Treasury published its response to the July 2021 consultation on the Wholesale Markets Review...more
As recommended by Lord Hill, the Government has set out its policy approach to reform the UK prospectus regime. This includes separating the regulation of public offers of securities from the admission of securities to...more
The changes indicate a more dynamic and flexible UK prospectus regime with the FCA to play a central role through enhanced rule-making powers. On 1 March 2022, the UK government (through HM Treasury (HMT)) announced the...more
Following on from the FCA’s consultation on the effectiveness of the Primary Market, the FCA has published final rules on, amongst other things, free float and minimum market capitalisation, which come into force on 3...more
ESMA warns against investor protection risks and provides guidance on expected disclosures. On 15 July 2021, ESMA published a statement on the prospectus disclosure and investor protection issues raised by special...more
Lord Hill’s review of the Listing Regime along with the Kalifa Review of UK FinTech highlighted specific elements of the listing regime that act as barriers to companies listing. According to the Lord Hill’s review, the...more
Lord Hill’s findings on the UK Listings Regime in March 2021 recognised a need for change and reform including a fundamental rethink of the current prospectus regime. In response to this, HM Treasury is consulting on...more
The FCA has published a consultation paper (CP 21/10) on proposed Listing Rule changes for certain London-listed special purpose acquisition companies (SPACs) to remove the presumption that the securities of a SPAC should be...more
The FCA has welcomed Lord Hill’s recommendations from the UK Listings Review, launched by HM Treasury last November. The review has highlighted that the listing regime is in need of reform and now is the time to act....more
In March 2020, the UK Financial Conduct Authority (the “FCA”) published consultation paper CP 20/3 concerning proposals to enhance climate-related disclosures by listed issuers and clarification of existing disclosure...more
In this draft note the FCA confirms the well-established position that the issue of new securities pursuant to a scheme of arrangement (scheme) under Part 26 of the Companies Act 2006 does not constitute an offer of...more