FCA bans firms' use of restrictive contractual clauses for future primary market services
On 27 June 2017, the Financial Conduct Authority (FCA) published its Policy Statement PS17/13 'Investment and corporate banking: prohibition of restrictive contractual clauses' which sets out new rules banning the use of clauses that restrict a client's choice of future providers of primary market services. The new rules will apply from 3 January 2018 and will be published in the FCA's Conduct of Business Sourcebook (COBS). MORE>
New Prospectus Regulation in force on 20 July 2017
The New Prospectus Regulation ((EU) 2017/1129) (PR) will come into force on 20 July 2017. The final text was published in the Official Journal on 30 June 2017 and enters into force twenty days after its publication. The PR sets out a new framework of rules which govern when a prospectus is required, what information must be included and how it must be approved. Except for a few specific provisions which will take immediate effect, most of the provisions will apply on 21 July 2019. The PR will replace and repeal the Prospectus Directive and its corresponding measures. MORE >
European Commission publishes its Mid-Term Review of the Capital Markets Union
On 8 June 2017, the European Commission published its communication and feedback statement in respect of its Mid-Term Review of the Capital Markets Union (CMU) Action Plan. The CMU Action Plan sets out a list of actions designed to integrate and strengthen the EU's capital markets by mid-2019.
The Commission's Mid-Term Review, which involved a public consultation launched in January 2017, reports on the good progress made so far in implementing the CMU Action Plan and also sets out a timeline for new prioritised actions, the details of which will be announced in the coming months. These will include work on enhancing the supervisory framework for integrated capital markets; increasing the proportionality of the rules for listed SMEs and investment firms; harnessing the potential of FinTech; and promoting sustainable investment. Click here to access more information on the implementation of the CMU Action Plan.
Important changes to the PSC regime
New Regulations came into force on 26 June which amend the UK's PSC (Person with Significant Control) regime in order to ensure that it meets the requirements of the fourth money laundering directive (4MLD). The changes had been trailed in an earlier consultation process and a Companies House press release in May. The most significant change to note is that AIM companies are now subject to the PSC regime and have until 24 July to comply with the PSC regime whilst still having to comply with the DTR5 disclosure requirements. More onerous timing requirements for updating PSC registers and informing Companies House of changes have been brought in. MORE>
Updated MAR guidance
The Law Society and City of London Law Society Joint Working Parties on Market Abuse, Share Plans and Takeover Code have updated their Q&A on the Market Abuse Regulation. A new section C has been added relating to the disclosure of inside information where parties are negotiating contractual arrangements in relation to a transaction, and those arrangements involve a subscription of shares (for example, an issue of consideration shares in connection with an acquisition, an undertaking to subscribe for shares under a firm placing or signing an irrevocable undertaking in connection with a takeover). To see the revised Q&A, click here.
