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
6/5/2023
/ Audits ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
Financial Regulatory Reform ,
Initial Public Offering (IPO) ,
Listing Rules ,
Listing Standards ,
Proposed Amendments ,
Prospectus ,
Public Consultations ,
Regulatory Agenda ,
UK
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
Proposals significantly reduce the regulatory burden on premium listed companies.
On 3 May 2023, the FCA published a consultation paper CP23/10 which sets out a blueprint for changes to the UK listing regime and the...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
Special purpose acquisition companies (or SPACs) saw a significant increase in popularity in 2020, which has continued into 2021. This trend, which largely started in the United States, has spread to global capital markets...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
The SPAC Framework, which became effective on 4 January 2022, allows for the formation and listing of SPACs in the UAE for the first time.
Special purpose acquisition companies (SPACs) have emerged as an important means...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
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
Creative Uses of Collateral Present New Financing Opportunities for PE -
Raising fresh capital for portfolio companies in times of financial stress is always a delicate balancing act between attracting new lenders and...more
3/18/2021
/ Balance Sheets ,
Capital Raising ,
Collateral ,
Coronavirus/COVID-19 ,
Financing ,
Gaming ,
Initial Public Offering (IPO) ,
Investors ,
Private Equity ,
Private Equity Firms ,
Share Classes ,
Target Company ,
Venture Capital ,
Video Games ,
Whistleblowers
Dual class share structures could help lure Europe’s best founder-driven businesses to the London market, but challenges remain. Listing of dual class share structures, which give certain owners (usually founders, employees,...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
European PIPEs — which have experienced an uptick due to COVID-19-related market volatility — present unique structural, informational, and governance considerations for private equity investors.
European private...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
Buyout firms planning an acquisition or preparing a portfolio company for exit must consider the impact of poor corporate culture, particularly on a potential IPO.
No institution, whatever its geography, industry, sector,...more
It is now apparent that no institution or business unit, whatever its geography, industry, sector, or size, is above the negative impact of a poor culture. Culture-related issues at Uber, Sports Direct, Boeing, and others...more
The package combines temporary policy interventions and existing options to help companies raise new share capital during the COVID-19 crisis.
On 8 April 2020, the FCA published a Statement of Policy and related technical...more