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Crypto and Blockchain
In February, the House of Commons Treasury Committee announced an inquiry in to digital currencies. The inquiry covers the role of digital currencies in the UK and the potential impact of distributed ledger technology (blockchain) on financial institutions and financial infrastructure.
Read moreTPR announces new approach for pension regulations
The Pensions Regulator (TPR) has announced new plans for the regulation of pensions, which will see a "clearer, quicker and tougher" approach. The plans are aimed at increasing standards in the pension sector following criticisms levied at TRP after the collapse of businesses such as Carillion and BHS.
Read moreCybercrime and its impact on D&O insurance
Cybercrime has risen in recent years, perhaps more than anybody ever expected. For a long time, the focus was on defending businesses against such crimes. Now, with more people aware of cybercrime and the risks, insurers are becoming increasingly aware of the impact such crime may have on D&O policies.
Read moreFSCS – reviewing the funding of the fund of last resort
In its third consultation paper on this topic, the FCA has recently confirmed that: - FSCS claims in respect of investment advice will benefit from an increased compensation cap, from £50,000 to £85,000; - product providers will have to start making contributions to FSCS funding for insurance and investment advice claims; and - it proposes new rules to prevent personal investment firms' insurers excluding cover for claims where the firm or a third party becomes insolvent.
Read moreCryptocurrency pre-ICO funding – a regulatory overview
The FCA has issued a discussion paper targeted at the non-workplace pension market. The paper marks the start of the FCA's work looking at whether there is harm in the non-workplace pension market and to better understand the potential presence, nature, extent and cause of any harm.
Read morePension transfers
The FCA tries again to get it right with new rules and a further consultation paper.
Read moreThe FCA publishes its 2018/19 Business Plan
On 9 April 2018 the FCA published its Business Plan for 2018/19, demonstrating its continued focus on culture and governance in firms, tackling financial crime and the role of technology in the financial services industry.
Read moreFCA success in the High Court: Compensation of £16.9m awarded to misled investors
A five-year court battle between the Financial Conduct Authority ("FCA") and Capital Alternatives Limited concluded on 26 March 2018 when the High Court used its restitution powers under the Financial Services and Markets Act 2000 to award compensation to investors who lost money invested with Capital Alternatives.
Read moreESMA cracks down on the sale of binary options and CFDs to retail investors
The European Securities and Markets Authority (ESMA) has announced its intention to prohibit the sale of binary options to retail investors and to place restrictions on the sale of contracts for difference (CFDs). This is the first use of ESMA's new intervention powers under MiFID II.
Read moreFCA reviews approach to enforcement and penalties
The FCA has announced plans in its recent consultation paper on enforcement to review how it applies penalties which have gone from record highs to record lows over the past 5 years.
Read moreChanges on the horizon - FCA consults on non-workplace pensions
The FCA has issued a discussion paper targeted at the non-workplace pension market. The paper marks the start of the FCA's work looking at whether there is harm in the non-workplace pension market and to better understand the potential presence, nature, extent and cause of any harm.
Read morePrivilege: A welcome respite from ENRC?
Are interviews held with employees to prepare a report intended to deter a governmental authority from taking legal action privileged?
Read moreESMA to use new powers to attack the sale of CFDs and binary bets to retail investors
ESMA has launched a public consultation on measures to protect retail investors investing in contracts for difference (CFDs) and binary bets. Potential changes include wide-ranging restrictions on the marketing and sale of CFDs, and a complete prohibition on the sale of binary bets to retail investors. An intervention would mark ESMA's first use of its new powers under MiFID II, which came into force on 3 January.
Read moreThe FCA pledges to take action against providers of contracts for difference
The FCA has concluded that consumers are at "serious risk of harm" due to the poor practices of some providers and distributors of CFDs. The regulator will take further action against at least one firm in its latest crack-down on these "complex, high-risk" products.
Read moreThoughts on the FCA's fund fee transparency proposals
Alternative investment funds may soon be required to report total cost of ownership in a standardised form. Work on new templates in ongoing, and fund managers need to be aware of the situation and to be involved in this important debate that has so far been largely overlooked.
Read moreInitial Coin Offerings – the digital financing process under global scrutiny
In an era of social media platforms and the like, the technological world creeps into its corporate counterpart of today. Initial Coin Offerings (ICOs) storm the corporate world by force, but what does the future hold for the new phenomenon?
Read moreFCA revisits FSCS funding proposals, and abandons plans for significant changes to professional indemnity insurance requirements
The FCA has published a second consultation paper on the thorny subject of FSCS funding. Although not widely reported so far, the new consultation makes it clear that the FCA will not, after all, consult on significant changes to personal investment firms' professional indemnity insurance requirements.
Read moreFCA allows confidential report to be scrutinised by Treasury Select Committee
The FCA has allowed the Treasury Select Committee to review its s.166 report into RBS' Global Restructuring Group (GRG) and has published an interim summary of the report. It is possible that the threat of publication will play on the minds of firms subject to s.166 reports, which may reduce cooperation with skilled persons and therefore the efficacy of this investigatory power.
Read moreThe FCA makes clear its expectations of financial advisers
FCA, regulatory, financial services
Read moreFCA criticised by Complaints Commissioner for its handling of enforcement limitation issues
The Office of the Complaints Commissioner recently upheld two complaints against the FCA for making a "serious mistake" in its management of limitation issues for two connected investigations. The Commissioner criticised the FCA not only for its mismanagement of the limitation issue, but also for the unnecessary delays in concluding its own internal investigation into these complaints.
Read moreDB Transfers - now what?
We know that the FCA is looking closely at defined benefit transfers; we already have the FCA's review of redress methodology and the defined benefit transfer rules. We now have the results of the FCA's review, into defined benefit transfers and it makes for uncomfortable reading for the financial services industry.
Read moreThe FCA: key themes for 2017/18
A look at key developments for the FCA in 2017 and looking forward to 2018
Read moreLead market regulator's lawsuit includes professional advisers
In another significant development in the Securities and Futures Commission's (SFC) efforts to combat market misconduct-type activity involving listed shares in Hong Kong, the lead market regulator has commenced civil proceedings under Section 213 of the Securities and Futures Ordinance (Cap 571) in respect of China Forestry Holdings Co Ltd (in official liquidation). What makes the proceedings noteworthy is that besides naming the company and two of its directors as co-defendants, the regulator's civil complaint also names two co-sponsors and the auditor involved with the company's initial public offering (IPO) in 2009.(1)
Read moreECON scrutinises EBA's approach to RTS under PSD2
The EBA Chair has recently appeared before ECON to explain the EBA's approach to the development of RTS on strong customer authentication and secure communications under PSD2, and to answer concerns raised by the committee and others about these RTS.
Read moreW&I insurance: Key lessons from recent case law
Recent case law has highlighted the importance of understanding how a buyer on a share or asset sale has valued the target business and the clear drafting of exclusions. This blog considers the key takeaways for both warranty and indemnity (W&I) insurers and insureds.
Read moreFinal UK listing rules: modified transfer process for issuers in transition category
On 11 July 2024, the FCA published the final UK Listing Rules (UKLR) which came into effect on 29 July 2024 (Implementation Date). The UKLR are broadly in line with the FCA's previous proposals.
Read moreUK government updates NSIA market guidance and statement on call-in powers
Recent developments such as the removal of Huawei from the UK's 5G networks and President Biden's 2023 executive order on outbound investment in sensitive technologies have brought into focus potential national security risks arising from global trade and investment.
Read moreUK listing regime reforms: impact on standard listed issuers
Following the FCA's May 2023 consultation on major reforms to streamline and enhance the UK listing regime and its December 2023 publication of detailed proposals, the FCA has now published a consolidated draft UK Listing Rules instrument (UKLR) to replace the current Listing Rules, together with proposed changes to its guidance.
Read moreReversal of recent changes to the Financial Promotions Order
A number of the provisions of the Economic Crime and Corporate Transparency Act 2023 came into force on 4 March 2024. This Act is intended to give UK Companies House greater powers to prevent UK companies from being used for economic crimes.
Read moreProvisions of Economic Crime and Corporate Transparency Act 2023 now in force
A number of the provisions of the Economic Crime and Corporate Transparency Act 2023 came into force on 4 March 2024. This Act is intended to give UK Companies House greater powers to prevent UK companies from being used for economic crimes.
Read moreSpring Budget 2024 – Main tax announcements
This blog discusses some of the key tax changes announced in last week's Spring Budget.
Read moreThinking of marketing a sale of unlisted shares?… There have been some changes to the Financial Promotions Order you need to know about
On 31 January 2024, changes made to the high net worth individual and self-certified sophisticated investor exemptions contained in the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO") came into effect.
Read moreWhat do your corporate governance leads need to know about tackling greenwashing?
The Chartered Governance Institute UK & Ireland (CGI) has published a helpful report, "Tackling greenwashing from a governance perspective", to assist corporate governance professionals in ensuring organisations are compliant with new expectations.
Read moreEconomic Crime and Corporate Transparency Act – what you need to know about the corporate transparency reforms
The Economic Crime and Corporate Transparency Act, which received Royal Assent on 26 October 2023, overhauls the role of Companies House and the corporate transparency obligations of UK companies.
Read moreUS to prohibit outbound investment in certain advanced technologies – a massive expansion of national security laws
On 9 August 2023, President Biden declared a US national emergency in relation to the national security threat posed by certain advanced technologies and issued an Executive Order directing that investment by US persons in such technologies be subject to prior notification or outright prohibition.
Read moreFinsbury Food v AXIS: what are the key takeaways for warranty and indemnity insurers and policyholders?
The Commercial Court recently handed down its judgment in the case of Finsbury Food Group Plc v AXIS Corporate Capital UK Ltd & Ors [2023] EWHC 1559 (Comm). This is the first time the court has considered a claim under a W&I insurance policy, and provides a helpful example of how key concepts, such as material adverse change and valuation, are considered by the court.
Read more10 Practical Tips for Navigating the W&I Underwriting Process
Warranty and indemnity (W&I) insurance provides cover for losses arising from a breach of warranty, or a tax deed claim, in connection with a merger or acquisition (M&A) transaction. The use of W&I insurance offers significant advantages (such as allowing the seller to make a clean exit, and helping to maintain the relationship between the parties), and as such, is becoming an increasingly common feature of M&A transactions.
Read moreAutomatic conversion of shares held invalid
The High Court has interpreted that a right for preferred shares to be converted to ordinary shares is subject to class right approval by the preferred shareholders.
Read moreTake notice: the importance of complying with formal notification requirements
A recent judgment of the High Court has highlighted the potential hurdles thrown up by notification clauses in share purchase agreements.
Read moreSustainability-Linked Bonds
The ESG finance market continues to develop and grow as interest and demand for environmentally and socially conscious investments becomes more and more important to investors around the world.
Read moreProposed removal of requirement for shareholder vote on significant transactions and related party transactions: FCA provides update on Listing Rule reforms
The FCA has provided an update on reforms to the Listing Rules proposed last year in its discussion paper DP22/2.
Read moreKey takeaways from the first year of the national security regime
The UK's new national security screening regime has now been in operation for over a year. This blog discusses the key takeaways from the first decisions to be made under the UK's new national security screening regime.
Read moreSpring Budget 2023 - Main Tax Announcements
This blog discusses some of the key tax changes announced in this week's Spring Budget.
Read moreSay on Climate resolutions
Institutional investors are increasingly calling on listed companies to put their climate transition plans to a shareholder vote in the form of Say on Climate resolutions at their Annual General Meetings.
Read moreChange in Control
As early as possible in a corporate transaction, you or one of your team should check the Financial Services Register (the "FCA Register"). The FCA Register will reveal whether or not the entity or one of the entities in the group you are purchasing is an Prudential Regulatory Authority ("PRA") and/or Financial Conduct Authority ("FCA") authorised firm, the Buyer (and to a certain extent the Seller) will need to consider the Change in Control Regime under Part 12 of the Financial Services and Markets Act 2000 ("FSMA").
Read moreEMI schemes and use of board discretion: new HMRC guidance
This blog looks at the recently published HMRC guidance addressing some of the more common types of board discretion in EMI schemes.
Read moreWhen is a director personally liable for a company's wrongs?
A recent Court of Appeal judgment considers when a director might be liable for wrongs committed by the company (including, specifically, by way of accessory liability).
Read moreMeaning of contractual duty of good faith
The Court of Appeal has taken a restrictive interpretation of an express duty of good faith in a decision handed down on 21 October 2022 - Re Compound Photonics Group Ltd; Faulkner v. Vollin Holdings Ltd [2022] EWCA Civ 1371. This decision is important as (i) the Court of Appeal judgment provides a lengthy examination of the meaning of a contractual duty of good faith, and (ii) the decision casts doubt on some previous case law on this point (including overturing the High Court's decision).
Read moreModel Articles deemed suitable for sole director companies
A recent decision of the High Court in Re Active Wear Limited [2022] EWHC 2340 (Ch) has suggested that the model articles for private companies are suitable for companies with a sole director appointed, in contrast to another recent decision of the High Court in Hashmi v Lorimer-Wing.
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