On 14 March 2025, the FCA published Primary Market Bulletin 54, which raised concerns around the leaking of inside information by individuals at a company or by its advisers on live M&A transactions. The FCA specifically...more
4/2/2025
/ Acquisitions ,
Board of Directors ,
Confidential Information ,
Contract Terms ,
Corporate Governance ,
Diversity ,
Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
FTSE ,
Insider Trading ,
Mergers ,
Publicly-Traded Companies ,
Target Company ,
UK
On 6 February 2025, the House of Lords Financial Services Regulation Committee published a report titled “Naming and shaming: how not to regulate”....more
3/17/2025
/ Corporate Governance ,
Criminal Prosecution ,
Disclosure Requirements ,
Enforcement Actions ,
Enforcement Priorities ,
Financial Conduct Authority (FCA) ,
Financial Institutions ,
Financial Regulatory Reform ,
Financial Services Industry ,
Regulatory Requirements ,
Securities Violations ,
UK
In recent years, we have seen more class action securities claims against UK listed companies — akin to US style “stock-drop” litigation.
These claims are typically brought by groups of investors, backed by financing...more
2/6/2025
/ Class Action ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Investors ,
Reporting Requirements ,
Securities Litigation ,
Stock Drop Litigation ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
On 15 November 2024, the FCA released Primary Market Bulletin 52, offering guidance on compliance with MAR and DTR requirements, particularly in identifying and disclosing inside information, managing shareholder...more
12/3/2024
/ Compliance ,
Consultation ,
Corporate Culture ,
Disclosure Requirements ,
Financial Conduct Authority (FCA) ,
Financial Reporting Council (FRC) ,
Fraud ,
Insider Information ,
Market Abuse ,
New Guidance ,
Publicly-Traded Companies ,
Shareholders ,
Stewardship Code ,
Transparency ,
UK ,
White Collar Crimes
On 8 October 2024, the Investment Association (IA) updated its Principles of Remuneration (and supporting guidance) (the IA Principles). These principles, and the accompanying guidance, are significantly more flexible and...more
On 6 September 2024, the Capital Markets Industry Taskforce (CMIT) published the Capital Markets Of Tomorrow report (CMOT). CMOT sets out the “UK elevator pitch” for the reformed UK capital markets, engages in some judicious...more
10/4/2024
/ Capital Markets ,
Climate Change ,
Economic Growth ,
Entrepreneurs ,
Foreign Private Issuers ,
FTSE ,
Investment Opportunities ,
Listing Rules ,
Listing Standards ,
Pension Funds ,
Publicly-Traded Companies ,
Regulatory Agenda ,
Retail Investors ,
Sponsors ,
Stewardship Code ,
UK
On 13 August 2024, the Financial Reporting Council (FRC), as part of a cross-regulatory group comprising the FCA, Companies House, HMRC and Charity Commission for England and Wales, published a discussion paper on the future...more
Major UK Listing Reforms Cut Red Tape for Listed Companies -
The FCA’s radical overhaul of the UK’s listing framework came into effect on 29 July 2024. All premium listed commercial companies have automatically been...more
8/6/2024
/ Business Entities ,
Capital Raising ,
Listing Standards ,
MiFID II ,
New Guidance ,
Prospectus ,
Public Limited Companies (PLC) ,
Regulatory Reform ,
Sponsors ,
Stewardship Code ,
UK
Enhanced SFO powers and promises of swifter action on economic crime underscore the importance of anti-fraud measures for corporates and M&A dealmakers.
The UK government is cracking down on corporates turning a blind eye...more
On 29 May 2024, the European Securities and Markets Authority (ESMA) issued a statement on good practices to be followed in relation to pre-close calls with research analysts. The calls take place immediately before the close...more
FCA Issues Reminders on Annual Reporting and LTIP Disclosure Requirements -
On 22 May 2024, the FCA published Primary Market Bulletin 49 (PMB 49) reminding listed companies of certain continuing obligations under the...more
6/5/2024
/ Annual Reports ,
Bribery ,
Corporate Governance ,
Criminal Convictions ,
Disclosure Requirements ,
Employee Incentive Plans ,
Financial Conduct Authority (FCA) ,
Financial Statements ,
Incentives ,
Listing Rules ,
Public Officials ,
Publicly-Traded Companies ,
Sustainability ,
UK ,
UK Bribery Act
While class actions are well established in the US, they are increasingly common in the UK, driven by market volatility, availability of litigation funding, legal reforms, regulatory settlements, and growing scrutiny of...more
5/29/2024
/ Acquisitions ,
Class Action ,
Corporate Governance ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
FSMA ,
Mergers ,
Opt-Outs ,
Publicly-Traded Companies ,
Risk Mitigation ,
Shareholder Litigation ,
Shareholders ,
UK
On 10 April 2024, the FCA published its consultation paper (CP24/7) on payment optionality for investment research. This followed the Investment Research Review’s report from summer 2023, which recommended that the FCA should...more
On 5 March 2024, the Pre-Emption Group (PEG) published its first report monitoring the use of its updated Statement of Principles on the disapplication of pre-emption rights for UK listed companies. The Principles were...more
4/5/2024
/ Board of Directors ,
Corporate Governance ,
Diversity ,
Enforcement ,
Enforcement Guidance ,
Ethnicity ,
Financial Conduct Authority (FCA) ,
FTSE ,
Information Reports ,
Listing Standards ,
Minorities ,
Publicly-Traded Companies ,
UK
On 23 February 2024, the Investment Association (IA) issued its annual letter to FTSE 350 remuneration committee chairs providing an update on the IA’s Principles of Remuneration and emerging views on remuneration matters....more
3/6/2024
/ Artificial Intelligence ,
Board of Directors ,
Capital Markets ,
Climate Change ,
Competition ,
Corporate Governance ,
Cybersecurity ,
Environmental Social & Governance (ESG) ,
Financial Reporting ,
Financial Reporting Council (FRC) ,
Investors ,
London Stock Exchange ,
Pensions ,
Proxy Voting Guidelines ,
Remuneration ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
The UK government is considering steps to make the regime more business-friendly, while maintaining and refining essential national security protections.
The National Security and Investment Act 2021 (NSIA), the UK’s first...more
On 20 December 2023, the FCA published consultation paper CP23/31 setting out detailed proposals for the new UK listing regime....more
The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more
1/12/2024
/ Acquisitions ,
Best Practices ,
Corporate Governance ,
Investors ,
Mergers ,
Public Limited Companies (PLC) ,
Publicly-Traded Companies ,
Shareholder Activism ,
Shareholders ,
Strategic Planning ,
Target Company ,
UK
Major Update on FRC Policy and Reset on Corporate Governance Reforms Plus CMIT Open Letter, With More to Come -
On 7 November 2023, the Financial Reporting Council (FRC) announced a significant and wide-ranging policy...more
On 16 October 2023, Nikhil Rathi, Chief Executive of the FCA, delivered a speech at the City Dinner at Mansion House which describes the FCA’s work in supporting international competitiveness and growth. Amongst other things,...more
11/2/2023
/ Climate Change ,
Consultation ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
Green Finance ,
Listing Standards ,
Net Zero ,
New Guidance ,
Publicly-Traded Companies ,
Reporting Requirements ,
Sustainable Business Practices ,
Takeover Bids ,
Takeovers ,
Target Company ,
UK
Companies Invited to Voluntarily Adopt New Nature-related Financial Disclosure Framework -
On 18 September 2023, the Taskforce on Nature-related Financial Disclosures (TNFD) published its final recommendations for...more
10/3/2023
/ Climate Change ,
Consultation ,
Corporate Governance ,
Financial Conduct Authority (FCA) ,
IFRS ,
Listing Standards ,
Publicly-Traded Companies ,
Risk Management ,
Sustainability ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK ,
Voluntary Disclosure
Corporates and deal teams should pay careful attention to drafting non-competes and other restrictive arrangements as UK, EU, and US regulators step up enforcement.
Regulators on both sides of the Atlantic are placing...more
9/29/2023
/ Acquisitions ,
Anti-Competitive ,
Department of Justice (DOJ) ,
Employment Contract ,
EU ,
Federal Trade Commission (FTC) ,
Mergers ,
New Guidance ,
No-Poaching ,
Non-Compete Agreements ,
Non-Solicitation Agreements ,
Proposed Rules ,
Restrictive Covenants ,
Risk Mitigation ,
Strategic Enforcement Plan ,
UK ,
UK Competition and Markets Authority (CMA) ,
Wage-Fixing
On 10 August 2023, the FCA published Primary Market Bulletin 45, which describes its process for developing its policy position in relation to the new ISSB standards and developing climate-related transition plan guidance for...more
9/5/2023
/ Climate Change ,
Code of Conduct ,
Consultation ,
Corporate Governance ,
Disclosure Requirements ,
Environmental Social & Governance (ESG) ,
Financial Conduct Authority (FCA) ,
Listing Rules ,
Publicly-Traded Companies ,
Ratings ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
UK
New Legislative Measures to Strengthen UK Corporate Reporting -
On 19 July 2023, the draft Companies (Strategic Report and Directors’ Report) (Amendment) Regulations were laid in Parliament....more
8/2/2023
/ Board of Directors ,
Corporate Governance ,
Digital Securities ,
Draft Guidance ,
Financial Conduct Authority (FCA) ,
Financial Reporting Council (FRC) ,
Information Reports ,
MiFID II ,
MTFs ,
New Regulations ,
Performance Reviews ,
Reporting Requirements ,
Research Tools ,
Trading Platforms ,
UK
This edition covers new global sustainability reporting standards, proposals to reform corporate criminal liability laws, the enactment of FSMA 2023, FRC guidance on dividend reporting, Investment Association guidance on...more
7/10/2023
/ Climate Change ,
Corporate Governance ,
Criminal Liability ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Services Industry ,
FSMA ,
IFRS ,
Market Abuse ,
Reporting Requirements ,
Sustainable Business Practices ,
Task Force on Climate-related Financial Disclosures (TCFD) ,
Transparency ,
UK