FCA chief executive’s speech indicates an exciting transition to a lighter regime and a true single listing segment. By James Inness, Anna Ngo, and Johannes Poon On 29 March 2023, FCA Chief Executive Nikhil Rathi delivered a...more
This edition covers the new Investment Association Share Capital Management Guidelines and Shareholder Priorities for 2023, FRC publications on ESG and corporate governance, and the FCA’s Primary Market Bulletin 43....more
This first edition of 2023 covers recent guidance from the FCA’s Primary Market Bulletin 42 and Market Watch 71, major changes to the Takeover Code’s “acting in concert” presumptions, an FCA penalty for publishing misleading...more
UK listed companies face regulatory changes and developing market practices in the areas of ESG reporting, executive remuneration, share issuance authorities, meeting formats, and structured digital reporting.
Key Points:...more
1/10/2023
/ Annual Meeting ,
Climate Change ,
Corporate Governance ,
Disclosure Requirements ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
Publicly-Traded Companies ,
Shareholder Meetings ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
The updated Statement of Principles will have an immediate impact on UK listed companies, providing increased flexibility to undertake larger non-pre-emptive capital raisings.
On 4 November 2022, the Pre-Emption Group...more
Judicial comments cast doubt on the ability to compromise US law-governed debt effectively based on Chapter 15 recognition alone.
A recent first instance decision in Hong Kong has highlighted an important...more
11/10/2022
/ Bankruptcy Code ,
Bankruptcy Court ,
Chapter 15 ,
Commercial Bankruptcy ,
Cross-Border ,
Debt Restructuring ,
Foreign Debt ,
Hong Kong ,
Insolvency ,
Jurisdiction ,
Scheme of Arrangement ,
UNCITRAL
A reminder of the ongoing reforms to implement recommendations from the Lord Hill and Kalifa Reviews.
The outcome of the UK Secondary Capital Raising Review, launched on 12 October 2021 to improve further capital raising...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
8/1/2022
/ Capital Markets ,
Capital Raising ,
Financial Conduct Authority (FCA) ,
HM Treasury ,
Information Reports ,
Initial Public Offering (IPO) ,
Prospectus ,
Publicly-Traded Companies ,
Secondary Markets ,
UK ,
UK Regulatory Reforms
Judicial comments cast doubt on the ability to compromise US law-governed debt effectively based on Chapter 15 recognition alone.
A recent first instance decision in Hong Kong has relied upon the so-called rule in Gibbs...more
The regulator continues its Primary Markets Effectiveness Review to promote the competitiveness of a UK listing.
On 26 May 2022, the FCA published a discussion paper (DP22/2) to seek further views on how to make the UK...more
The new rules provide issuers with flexibility to report on representation of women by reference to either gender identity or sex.
On 20 April 2022, the FCA published its final policy decision on the proposals set out in...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
Broad reform to listing regimes, growing ESG scrutiny, and increasing retail participation in fundraisings are among the areas to watch.
Last year was memorable for UK equity capital markets (ECM). The IPO market was at...more
1/21/2022
/ Annual Meeting ,
Capital Markets ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Foreign Direct Investment ,
Initial Public Offering (IPO) ,
Listing Rules ,
Listing Standards ,
Private Equity ,
Retail Investors ,
Special Purpose Acquisition Companies (SPACs) ,
UK
The expansion would include Shenzhen Stock Exchange and potentially European stock exchanges, and would permit overseas issuers to raise capital in China through CDR listings.
On 17 December 2021, the China Securities...more
1/18/2022
/ Capital Markets ,
China ,
China Securities Regulatory Commission (CSRC) ,
Corporate Issuers ,
EU ,
Global Depositary Receipts (GDRs) ,
Listing Rules ,
London Stock Exchange ,
Popular ,
Proposed Regulation ,
Shanghai Stock Exchange ,
UK
The new rules aim to make London a more attractive listing venue for founder-led and other innovative IPO candidates.
On 2 December 2021, the UK Financial Conduct Authority (FCA) published a Policy Statement (PS21/22)...more
The decision raises new questions about whether cross-border insolvency recognition and assistance between mainland China and Hong Kong will be a two-way street.
The Hong Kong court has for the first time recognised the...more
Proposals reflect growing investor focus on the ESG performance of listed companies.
The UK Financial Conduct Authority (FCA) has launched a consultation setting out proposed changes to its Listing Rules (LRs) and...more
The revised criteria allow UK-listed SPACs to avoid a suspension of their shares when announcing a de-SPAC deal.
The UK, acting through the Financial Conduct Authority (FCA), will implement a new SPAC listing regime from...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
7/19/2021
/ Consultation ,
Corporate Governance ,
Disclosure Requirements ,
EU Prospectus Regime ,
European Securities and Markets Authority (ESMA) ,
Financial Conduct Authority (FCA) ,
MiFID II ,
Prospectus ,
Prospectus Regulation (PR3) ,
Retail Investors ,
Special Purpose Acquisition Companies (SPACs) ,
UK
The FCA is consulting on extending its rules to standard listed issuers.
On 22 June 2021, the FCA published a Consultation Paper (CP21/18) on extending the application of the existing climate-related disclosure...more
6/28/2021
/ Asset Management ,
Capital Markets ,
Climate Change ,
Consultation ,
Corporate Governance ,
Corporate Issuers ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Financial Reporting ,
G7 ,
IFRS ,
Listing Rules ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
As interest in European SPACs heats up amid an increasingly receptive regulatory environment, dealmakers must navigate market differences.
While US special purpose acquisition company (SPAC) IPOs and related M&A activity...more
Proposed changes to the UK Listing Rules would allow certain SPACs to avoid a listing suspension.
Key Points:
..The FCA is proposing to amend its rules so that SPACs meeting certain conditions and disclosure...more
The recommended reforms aim to make the UK’s listing regime more competitive while maintaining high standards of corporate governance, shareholder rights, and transparency. A new independent review (the Review), led by Lord...more
ESMA advises the European Commission to consider some, but not all, of ESMA’s original proposals — and gives guidance on pre-hedging and market soundings along the way.
Key Points:
..Pre-hedging / front running: ESMA...more
The FCA publicly censured the IT service provider for publishing false information about its net debt and holdings of cash and cash equivalents.
On 26 June 2020, the FCA issued a final notice to Redcentric PLC...more