Miscellaneous: Equity Capital Markets

A comparative study of the listing regimes of five of the main stock exchanges in Europe and the US.

Additional optional articles to insert into Standard document, Articles of association for a public company limited by shares and incorporated under the Companies Act 2006.

Version dated 16 April 2013.

The London Stock Exchange has announced the introduction of a new settlement facility that will enable electronic settlement of trades on the Alternative Investment Market in shares of US companies that are subject to Regulation S promulgated by the US Securities and Exchange Commission. This development comes at a time when AIM is receiving increased attention in the US.

On 25 September 2003 the Technical Committee of the International Organization of Securities Commissions (IOSCO) issued a Statement of Principles to guide securities regulators and others in addressing the conflicts of interest securities analysts may face. Among other matters, the Technical Committee stated that it believes that prohibiting analysts is from participating in investment banking sales pitches and roadshows is one of the "core measures" necessary to give effect to the principles, an approach that the former chairman of the FSA recently endorsed. The FSA is expected to publish a policy statement to CP171 ( Conflicts of Interest: Investment Research and Issues of Securities) in October 2003. The European Commission also recently published recommendations on avoiding conflicts of interest in investment research (see European Commission consultation: Financial analysts).

Specimen articles of association for a public company limited by shares incorporated under the Companies Act 2006 (CA 2006) and listed on the Official List. Drafting notes within the standard document provide background information, suggested drafting amendments and, where appropriate, links to more detailed PLC Corporate materials.   For optional articles which may be inserted into these articles of association for public limited companies, see Standard document, Additional optional articles for public limited companies.  

UK companies have recently begun to use preference share issues to raise funds flexibly and cheaply in the US. This article discusses the commercial and tax factors which have encouraged the development of the shares.

On 16 December 2004 the Bank of England published a revised version of the Securities Borrowing and Lending Code of Guidance (the Code). The Code supersedes a previous version published in December 2000, and has been drawn up by the Securities Lending and Repo Committee, a committee of market practitioners. It sets out for guidance a summary of the basic procedures which UK based participants in securities lending/borrowing of both UK domestic and overseas securities observe as a matter of good practice. It is intended to apply to all participants in the securities borrowing and lending market, including beneficial owners, pension and other fund managers and trustees or their agents or advisors. The Code is supplemented by a UK Annex in order to assist market participants in applying the the Code to transactions involving UK securities. It should be noted that the Code should not be taken as affecting the obligation of all participants to observe existing UK regulatory requirements and the need for them to satisfy themselves independently that adequate internal controls are being exercised over all aspects of their participation in securities lending/borrowing.

The Financial Services Authority has fined Bear Stearns International Limited £40,000 for failing to report its contracts for differences transactions.

This model agreement provides for an acquisition of shares by way of a block trade by a manager acting as principal. It assumes that the issuer is a company incorporated in England and Wales and listed on the London Stock Exchange. For the related feature article on block trades, see feature article "Block trades: an introduction", www.practicallaw.com/8-202-2671.

Offering US shares to UK and US shareholders.

The Takeover Panel has allowed UBS Limited's appeal on whether its market-makers are connected with British Land Company Plc for the purposes of Rule 38 of the Takeover Code.

The SEC and CESR have announced their intention to publish terms of reference for enhanced cooperation and collaboration between the two organisations at a meeting to be held on 4 June 2004. The goals of the cooperation are to identify emerging risks in the US and EU securities markets and to engage in early discussions of potential regulatory initiatives in the interest of promoting convergence where possible.

On 28 July 2004 the Committee of European Securities Regulators (CESR) issued a call for evidence on credit rating agencies following receipt of a call from the European Commission for technical advice on possible measures concerning credit rating agencies. The call for technical advice identifies four areas on which CESR should provide technical advice. These are: (1) handling of potential conflicts of interest within rating agencies; (2) transparency of rating agencies' methodologies; (3) the legal treatment of rating agencies' access to inside information; and (4) concerns about the possible lack of competition in the market for provision of credit ratings. CESR must provide its advice to the European Commission by 1 April 2005. To develop its technical advice CESR has formed an expert group to be chaired by Ms Ingrid Bonde, Director General of the Swedish Finansinspektionen. All interested parties are invited to make submissions online by 27 August 2004 through CESR's website under "Consultations".

On 7 April 2005 issued a press release announcing the publication of its 2004 Annual Report. The press release contains a link through to the report itself. The report outlines the institutional environment in which CESR operates, and summarises CERS's key areas of activity in 2004 including the work of CESR's Level 2 expert groups on the Markets in Financial Instruments Directive, the Transparency Directive and Credit Rating Agencies and the increasing shift in CESR's work towards Level 3 supervisory convergence (with summaries of the work of CESR's Level 3 expert groups on clearing and settlement, investment management and the prospectus regulation). CESR's Level 3 work will continue through 2005 and 2006.The annual report also describes the development of close working relationships with the other Level 3 committees (CEBS and CEIOPS) to promote convergence and cooperation on a cross sector basis, and, beyond EU, the establishment of a dialogue with the US CFTC and CESR's cooperative efforts with IOSCO.

On 3 October 2008, the Committee of European Securities Regulators (CESR) published a second consultation on its third set of Level 3 guidance on the common operation of the Market Abuse Directive (2003/6/EC) (MAD) (Consultation). Publication of the Consultation follows a consultation in May 2008 (First Consultation) on CESR's third set of MAD guidance in relation to insider lists and suspicious transaction reporting (see Legal update, CESR consults on its third set of guidance on the market abuse directive). The First Consultation closed to responses on 30 September 2008. The Consultation sets out draft guidance on stabilisation and buyback programmes. CESR considers that activities outside the Article 8 MAD exemption should not constitute market abuse. For more information on share buybacks, see Practice note, Share buybacks: overview. The Consultation also includes draft additional guidance on the treatment of rumours. CESR considers this will usefully enhance its second set of guidance on MAD implementation (published in July 2007), which deals with issues related to inside information. Reference is made in the Consultation to the so-called "two-fold notion" of inside information. CESR has received a number of comments on this since publishing its second set of guidance on MAD implementation. However, as the European Commission (Commission) is considering this issue as part of its MAD review, CESR does not intend to produce any guidance until the Commission

published 31 January 2006

On 26 June 2006, the Committee of European Securities Regulators (CESR) announced the publication of its 2005 Annual Report. The report summarises the key areas of CESR activity throughout 2005, including Level 2 work done on technical advice in connection with the Markets in Financial Instruments Directive, the Transparency Directive, the Prospectus Directive and eligible assets for UCITS and the work towards Level 3 supervisory convergence (including summaries of the work of CESR's Level 3 expert groups on clearing and settlement, investment management and the prospectus legislation). The report also looks ahead to 2006 and says the role of CESR will change from being primarily a regulatory advisory body (to the European Commission on legislation) to a body with a focus on achieving supervisory convergence in day-to-day practice.

On 26 May 2005, Charlie McCreevy, European Commissioner for Internal Market and Services, delivered the keynote speech at the 9th European Financial Markets Convention "Towards true integration by 2009" organised by the Federation of European Securities Exchanges. As well as touching upon forthcoming initiatives in areas such as asset management, Mr McCreevy gave an update on the Commission's work in the following areas: (1) the delayed implementation of the Markets in Financial Instruments Directive (MiFID); (2) the regulation of credit rating agencies; and (3) consultation and impact assessment in the field of clearing and settlement.

dated September 2004

On 14 November 2005, the Competition Commission published the transcript of a speech given by Sir Callum McCarthy, Chairman of the Financial Services Authority (FSA), on the interaction between competition and regulation. The speech was given at the latest of the Competition Commission's occasional lecture series, which was held on 10 November 2005 and had the general title "Competition and regulation: a seamless web?". Sir Callum noted his belief that market solutions and competition are preferable to regulation, that a move away from regulation is easier when structural rather than behavioural issues are at stake, and that regulators must be aware of the risk that regulation can inhibit new entry and competition.

The International Organisation of Securities Commissions has issued a statement of principles on the conflicts of interest affecting sell-side securities analysts.

On 24 September 2004 the FSA published a letter sent to CEOs on 17 September in relation to major investment banking operations. The letter is intended to remind CEOs and those individuals responsible for the apportionment and oversight control function of their responsibility to implement appropriate processes and procedures for the effective risk management of conflicts of interest and risks arising from financing transactions, and to notify them that if their business profile gives rise to those risks, they should accept increasing scrutiny from the FSA's supervisors in the coming months. The letter does not set new standards but discusses the application of existing standards in the current business environment. (For background, see PLC Legal update, Conflicts of interest in investment research: FSA Policy Statement 04/6.)

An update on the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Securities and Exchange Commission has approved new corporate governance rules proposed and adopted by the New York Stock Exchange and the Nasdaq stock market.

PLC has published a new article, Corporate hybrid securities: Rexam makes the first move which analyses the recent issue by Rexam PLC of hybrid securites. Hybrids are unsecured subordinated debt securities with some equity-like characteristics. The credit ratings agencies treat hybrids as partly debt and partly equity, depending on their terms. Companies can use hybrids to raise cheap capital carrying tax-deductible interest payments without suffering a ratings downgrade or the dilutive effects of a rights issue.Rexam PLC issued the hybrid securities to finance in part a major US acquisition. The transaction was also financed from the proceeds of a recent disposal and by an equity placing of ordinary shares representing approximately 9.9% of Rexam's issued share capital using a Jersey cash box structure. For background on cash box structures see PLC Practice note, Secondary issues and acquisitions: cash box and vendor placings. PLC Corporate has also published analysis of significant cash placings announced after 1 January 2007 which includes a number of cash box structures (see PLC Deal analysis: placings).

CRESTCo has announced that it has reduced its charges for cross-border settlement of European trades.

CRESTCo has issued a paper on the new central counterparty service for SETS, is consulting on repo facilities and has announced that it is now possible to settle a range of Canadian securities through CREST.

On 4 June 2007 the Treasury published the final report by Professor Paul Davies QC on issuer liability to investors in respect of misstatements to the market. This recommends that the Treasury should use its power in section 90B of the Financial Services and Markets Act 2000 to extend the statutory liability regime in section 90A (statutory liability for fraudulent misstatements in periodic disclosures to the market required by the Transparency Directive) to liability for corporate misstatements to the market. The report recommends (1) that fraud be maintained as the standard of liability; (2) that the statutory regime should apply to all ad hoc disclosures and RIS announcements; (3) that the regime should extend to disclosure by issuers with securities traded on exchange-regulated markets (including AIM and Plus Market) and all multilateral trading facilities; (4) that there should be liability for dishonest delay in making RIS statements; and (5) that rights should be conferred on buyers and sellers.

The European Commission has published a consultation document on legislation on legal certainty and securities holding and dispositions. Note: On 21 December 2010, the Commission extended the consultation period by announcing that it will accept responses received before 21 January 2011.

The Financial Services Authority has published an information leaflet for issuers of depositary receipts on their continuing obligations under the UK Listing Authority's Disclosure Rules and Transparency Rules, and Listing Rules.

The ECOFIN Council has adopted a directive which will enable the Federation of European Stock Exchanges to launch its long awaited Eurolist project. This will permit large companies already listed on a member state exchange to list in other member states without having to publish new listing particulars.

The Committee of European Securities Regulators is consulting on its draft advice on possible level 2 implementing measures under the Directive on Markets in Financial Instruments and the European Commission has published its second set of mandates requesting advice on further level 2 measures.

UKLA technical note published on or around 7 October 2010.

Regulations have been made to implement the Distance Marketing Directive in the UK in relation to consumer credit and certain other products.

  link to Council document PE-CONS 43/10

link to Council document PE-CONS 42/10  

The deputy chairman of the Financial Markets Law Committee (FMLC) is in the process of establishing a working group (which he will chair) to develop an FMLC project aimed at establishing whether and, if so how, drafting could be developed for the use of all participants in wholesale financial markets (across all activities) that would address events of major operational disruption (MOD) in such a way as to provide greater legal certainty and strengthen the overall resilience of contracts. This group is needed because, in the view of the FMLC, there are many issues to be considered before it can be concluded that pan-market wording can be used in the contracts of the wholesale financial markets and there will also be many issues before any wording can be settled. The FMLC also wants to ensure as many views as possible are taken into account. Details of this working group, and how the FMLC proposes to keep the market in touch with developments, have been communicated by the FMLC to the Financial Services Authority (FSA) and all the recipients (being a wide range of major financial firms and trade associations) of a letter from the FSA (dated 17 May 2004) enquiring as to what steps have been taken to review contracts in order to take account of the risk of an MOD in the UK financial system.

In Nilaş and Others (Case C-248/11) (22 March 2012), the Court of Justice of the European Union (ECJ) considered the definition of regulated market under the Markets in Financial Instruments Directive (MiFID) (2004/39/EC), and whether inclusion on the list of regulated markets in accordance with Article 47 of MiFID is a prerequisite for classification as a regulated market.

On 21st August, 2002, legislation implementing the Electronic Commerce Directive (2000/31/EC) came into force.

Professor Kay has published an interim report on his independent review of UK equity markets and long-term decision making.

The European Commission has issued a mandate to the Committee of European Securities Regulators requesting advice on equivalence between certain third country generally accepted accounting principles and international accounting standards and international financial reporting standards.

The European Securities and Markets Authority (ESMA) has published a consultation paper on the market maker and primary dealer exemptions under Article 17 of the Short Selling Regulation (236/2012).

The European Commission has published for comment a communication, "Towards a Single Market Act", including 50 policy proposals.

HM Treasury press release dated 21 May 2004

The European Commission has brought forward a formal Proposal to delay the deadline for implementation of the Markets in Financial Instruments Directive (MiFID). The rationale for the Proposal is that both Member States and industry have reported that the regulated community would have serious difficulties in complying with the current deadline for transposition of the Directive (30 April 2006). To this end, The Commission's proposal is to (1) extend the deadline by which Member States must transpose MiFID into national law by 6 months, that is until October 2006; and (2) grant an extra six month period after transposition into national law to allow firms sufficient time to adapt their systems and internal procedures so as to comply with the Directive. As a result, firms would not need to comply with provisions implementing MiFID until 30 April 2007. In order to take effect, the Proposal must now be adopted as a directive by the European Parliament and Council.

Europa press release IP/06/930: "Securities markets: Commission calls upon Member States to sign Hague Securities Convention", issued 5 July 2006.

The European Court of Justice, in Commission of the European Communities v Council of the European Union, has annulled a Framework Decision of the European Council and stated that the European Community (EC) legislature has power to take measures relating to the criminal laws of member states which it considers necessary to ensure that the EC rules on environmental protection are fully effective. Although it deals with environmental protection, this case has potentially wider application to areas where the EC has competence, such as the internal market and monetary matters.

The European Parliament has passed a legislative resolution adopting, with amendments, the European Commission's proposal for a regulation to establish the European Securities and Markets Authority.

The European Commission has announced the creation of four new expert groups to help assess the state of integration of European financial markets.

An overview of the FCA, the UK financial services regulator responsible for the conduct of firms authorised under the Financial Services and Markets Act 2000 (FSMA). The FCA is also responsible for the regulation of conduct in retail and wholesale financial markets, supervision of the trading infrastructure that supports those markets and the prudential regulation of firms not regulated by the PRA. The note considers the roles and responsibilities of the FCA, its legal status, its governance arrangements and the accountability mechanisms that apply to it. This note is part of a series of notes relating to the new UK financial services regulatory structure. For more information, see Practice note, A guide to the new UK financial services regulatory structure: index.

In a recent case the High Court decided (amongst other things) that a bidder's financial adviser, which was also underwriting and arranging the sub-underwriting of a cash alternative offer and a rights issue, did not as financial adviser owe a duty to its client to satisfy itself that the sub-underwriters would be able to meet their commitments.

The European Financial Conglomerates Committee and the Banking Advisory Committee have issued guidance on the extent to which certain third country supervisory regimes are likely to meet the supervision objectives under the Financial Conglomerates Directive and the Banking Consolidation Directive.

The European Parliament has voted to approve the four level Lamfalussy Committee approach to speeding up the regulation of European financial markets.

CESR statement on fair value measurement and related disclosures of financial instruments in illiquid markets.

published 19 November 2009

published by HM Treasury on 19 November 2009

The European Commission has published a guide to FIN-NET, the cross-border out of court network for filing complaints against financial services providers.

On 22 April 2005 the Financial Services Skills Council (FSSC) issued a consultation seeking comments on the performance standards the FSSC has developed following a twelve month project in association with the International Compliance Association. Two sets of standards have been developed, organised into groups of standards covering compliance and anti money laundering activities, which are to be used by firms according to the way compliance and anti money laundering responsibilities are allocated internally. A questionnaire accompanies the consultation. Responses from interested stakeholders are requested by 31 May 2005.

On 14 July 2005 the Financial Services Skills Council (FSSC) issued a press release welcoming the proposals put forward by the FSA in its consultation (launched 13 July 2005) on review the FSA Handbook. As part of its Handbook review, the FSA proposes disapplying some of the specific training and competence rules of the Handbook in respect of activities with or for non private customers (i.e. in areas where there is least risk to the FSA's statutory objectives). Senior management of firms will remain responsible for ensuring their staff are competent. Under the FSA's proposals, firms would no longer have to ensure that employees pass appropriate examinations where they are carrying on activities with or for non private customers, however the FSA believes that firms will continue to see examinations and qualifications as an efficient means of employee assessment and of promoting and maintaining employee competence, and that as a result the role of the FSSC should remain unchanged. The FSSC will therefore be continuing its review of appropriate examinations as planned.

Weblink to communication published by the European Commission on 8 December 2010.

link to Council press release 16452/10 PRESSE 303

The Financial Services Authority has published issue 29 of its Market Watch newsletter.

FSA Consultation Paper 81: Proposed changes to the Listing Rules A consultation paper on proposed amendments to the UKLA Listing Rules issued on 17th January 2001. In addition to proposed changes to the Listing Rules, CP81 also contains the proposed policy of the FSA for the imposition and amount of financial penalties.This item is available in pdf format only and may take some time to download.

On 28 October 2003 the FSA published CP205, 'Conflicts of Interest: Investment research and issues of securities', which includes feedback on CP171, made text and proposals for limited further consultation.

The Financial Services Authority has imposed a number of fines in connection with unlawful investment schemes, inadequate supervision of appointed representatives and management of a portfolio of shares of split capital trusts.

The FSA has published guidelines for making notifications to obtain market maker and primary dealer exemptions under Article 17 of the Short Selling Regulation (Regulation 236/2012). 

The Financial Services Authority has published its latest Handbook development newsletter.

The Financial Services Authority has made changes to its Handbook of rules and guidance.

The Financial Services Authority has published details of changes to its Handbook of rules and guidance and is consulting on additional amendments.

The Financial Services Authority has published issue 26 of its Market Watch Newsletter which focuses on market abuse and insider dealing.

Published 2 July 2008

On 14 January 2009, the FSA published FAQs on the Short Selling (No. 5) Instrument 2009 (FSA 2009/1).

On 29 April 2008, FSA published issue 26 of its Market Watch Newsletter (Newsletter) which reports on FSA's strategy and key objectives for tackling market abuse and, in particular, insider dealing. In an introduction to the Newsletter, Sally Dewar, FSA Managing Director of Wholesale and Institutional Markets, comments that a "small but significant minority" of trades on the UK markets are abusive and that FSA has "particular concerns about the extent of informed price movements ahead of merger and acquisition announcements".FSA will make use of its civil and criminal powers to tackle market abuse. The Newsletter describes FSA's 'credible deterrence' enforcement approach as threefold:- Sending tough messages about wrongful behaviour.- Imposing sanctions which are sufficiently severe to have a deterrent effect.- Undertaking enough cases to have a "demonstration effect".The Newsletter points out that market abuse offences can be committed in either a premeditated, professional manner or can result from casual and ill-considered behaviour. FSA considers the latter can be deterred by monitoring the normal dealing process, such as through new telephone taping requirements which will apply from March 2009. Other FSA initiatives for 2008 - 2009 include work to review firms' policies regarding the importance of not spreading rumours they receive and developing Sabre II, FSA's transaction reporting system.FSA will shortly report, in a further Market Watch, on the results fr

The FSA has published a further updated version of its short selling FAQs (version 4).

The Committee of European Securities Regulators has published a report assessing the impact of the Markets in Financial Instruments Directive on the functioning of equity secondary markets.

On 10 May 2004 the International Primary Market Association, the International Securities Market Association and the British Bankers' Association issued guidance on policies and procedures for managing conflicts of interest in the context of the allocation and pricing of securities offerings. The guidance has been issued to assist firms who are subject to the FSA's Conduct of Business Rules. Although the guidance has not been endorsed by the FSA as a matter of policy the three Associations believe the guidance is consistent with the FSA's Conduct of Business Rules.

link to instrument made by the FSA on 28 June 2012

The Alternative Investment Management Association has published its revised guide to sound practices for European hedge fund managers.

HM Treasury has published a consultation paper setting out and seeking views on the government's proposals for reform of the UK financial regulatory system, including details relating to the UKLA and high level proposals for a new companies regulator.

HM Treasury has published a consultation paper providing more detail on the government's proposals for reforms to the UK financial services regulatory structure.

Investment Exchanges and Clearing Houses Act 2006 - Royal Assent

published 16 November 2006

The Treasury has issued a consultation document on implementing the EC Prospectus Directive in the UK. The directive sets out requirements for all initial public offers of securities, unless the securities being offered are already listed.

The Financial Services Authority has written to all groups supervised by the Major Retail Groups Division on inducement payments made by product providers to intermediaries.

UKLA technical note published on or around 7 October 2010.

The benefits and disadvantages of seeking a secondary listing in another country, looking at the EC neutral recognition directives and summarising the requirements in a number of international exchanges.

In a recent case, the Court of Appeal held that an intervention notice served by a Self-Regulating Organisation (SRO) on a member was not invalidated by the SRO's failure to give prejudicially affected non-members an opportunity to make representations as to why the notice should not be served.

c55 published 20 December 2006

published 16 November 2006

The Committee of European Securities Regulators has issued a mandate outlining its priorities for future work on investment management.

On 9 February 2004 the British Bankers' Association (BBA), London Investment Banking Association (LIBA), International Securities Market Association (ISMA) and International Primary Markets Association (IPMA) published a brief guidance note setting out their understanding of the intended effect of COB 7.3 R (Dealing ahead of investment research), which, as amended by the FSA in October 2003 (see FSA Handbook changes), will come into effect on 1 May 2004 (see FSA Handbook Notice 29). It is intended to assist their members in drawing up compliance policies and procedures in relation to the amended rule. However the note states that the FSA agrees that the guidance "is consistent with the intended effect of the rule", but that it is not FSA guidance, and in the event of any conflict, the FSA's Handbook text will prevail. (For background see Investment analysts and investment research: Discussion Paper 15 and Consultation Papers 171 and 205 and Analysts' research: Avoiding conflicts of interest).

The International Organisation of Securities Commissions (IOSCO) has abandoned attempts to reach common International Capital Adequacy rules.

On 18 April 2005 the International Organisation of Securities Commissions (IOSCO) published a Consultation Paper entitled "Compliance Function at Market Intermediaries". As a result of the recent increased focus on compliance in different jurisdictions, IOSCO has worked to develop possible supplemental principles to principle 23 of its 2003 paper, IOSCO Objectives and Principles of Securities Regulation for market intermediaries. Presented for consultation are proposals for supplemental principles relating to: establishing the compliance function; the role and responsibilities of the board of directors or senior management; the independence of the compliance function and its ability to act; qualification of compliance personnel; assessment of the effectiveness of the compliance function; supervision by regulators; cross border issues; and outsourcing of the compliance function. Comments on the Consultation Paper are invited by 15 July 2005.

The ICAEW has published guidance on financial position and prospects procedures (TECH 01/13CFF).

The Treasury has announced the terms of reference for the Davies Review of issuer liability for disclosures.

A practice note listing key forthcoming dates in 2011 for corporate lawyers. For anticipated key dates in 2012, see Practice note, Key dates for corporate lawyers: 2012. For all of PLC Corporate's updates on legal developments, see Corporate updates.

A practice note listing key dates of interest during 2013 for corporate lawyers.

The Committee of European Securities Regulators has consulted on its role at level 3 of the Lamfalussy process.

The Inter-Institutional Monitoring Group has published its first report.

This legislation tracker monitored the legislative progress of the Financial Services Act 2012 (FS Act), the primary legislation relating to the government's reforms of the UK financial services regulatory structure, which took effect on 1 April 2013. For more information about the FS Act, see Practice note, Financial Services Act 2012. This practice note is part of a series of notes relating to the new UK financial services regulatory structure. For more information, see Practice note, A guide to the new UK financial services regulatory structure: index

The London International Financial Futures and Options Exchange’s new product, futures contacts on individual stocks, began trading in January 2001.

A destination table showing the location of items from issues 1 to 25 of the UKLA newsletter List! in the UKLA technical and procedural notes.

An article detailing the process a company will have to go through before obtaining a listing on the Amsterdam Stock Exchange including; getting listed, prospectus requirements, market regulation, exemptions, financial institutions, cost, post-listing requirements, EU directives and harmonisation, insider trading, trading, settlement and delivery.

A detailed guide for foreign companies wishing to obtain a listing on the Stockholm Stock Exchange including reasons for listing, the Exchanges and their organisation, obtaining a listing, listing particulars, costs, post-listing obligations, insider dealing and market regulation.

The FSA has published Handbook Notice 110 and the Listing Rules Sourcebook (Amendment No 7) Instrument 2011 (2011/32).

The FSA has published its quarterly consultation paper CP 12/27 (No. 34) which includes a chapter on proposed amendments to the Listing Rules.

The London Stock Exchange has published Notice N11/11 setting out changes to the Admission and Disclosure Standards. (Free access.)

The London Stock Exchange has published AIM Notice AIM37 setting out changes to the AIM Rules for Companies.

This note provides access to know-how relating to Chapter 10 of the Listing Rules (LR 10), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 15 of the Listing Rules (LR 15), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 6 of the Listing Rules (LR 6), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 9 of the Listing Rules (LR 9), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

A comparison of the potential routes open to an issuer contemplating a pan-European retail offering: full domestic registration in each target jurisdiction, limited private placements in the target jurisdictions and making a public offering in one base jurisdiction and using the rules on mutual recognition.

(Financial services: EU financial services: Market Abuse Directive)

The Financial Services Authority (FSA) has published its eighth Market Watch Newsletter.

The European Parliament’s Economic and Monetary Affairs Committee has voted on amendments to the proposed directive on markets in financial instruments and the Committee of European Securities Regulators has published a consultative “concept” paper on the directive.

The Financial Services Authority is consulting on changes to its rules on mediation.

The Treasury has consulted informally on draft Financial Services and Markets Act 2000 (Markets in Financial Instruments) (Amendment No. 2) Regulations 2007, in relation to firms' client classification limitations.

The European Parliament has made amendments to the European Commission's proposals to amend MiFID.

On 14 December 2005 the European Parliament published the provisional text adopted by it at first reading on 13 December 2005, approving with amendments the Commission's proposal of 14 June 2005 for a directive delaying the deadline for implementation of the Markets in Financial Instruments Directive (MiFID). According to the provisional text, Parliament's amendments to the Commission's proposal are, subject to minor changes, in the same form as those proposed by Parliament in November 2005, that is, they extend the deadline for the transposition of MiFID into Member States' national law until 31 January 2007, and extend the implementation deadline by a further six months to 1 November 2007. In addition, under Parliament's amendments various report and review deadlines are extended by six months, as are the deadlines for transitional arrangements, and the comitology provisions in MiFID are aligned with those adopted in the Capital Adequacy Directive. Parliament's position will now be forwarded to the Council and the Commission. It is expected that the Council will adopt the proposal in early 2006. For background on the Commission's original proposal and the amendments proposed by the European Parliament, see PLC Legal updates, MiFID: Commission proposal to delay implementation and MiFID: European Parliament publishes amendments to Commission proposal to delay implementation. For background on MiFID generally, see Practice note, FSAP: Key EU measures and their imple

The National Association of Securities Dealers has proposed new rules governing securities recommendations made by research analysts.

PLC Corporate has published articles of association for a public listed company incorporated under the Companies Act 2006 and listed on the Official List of the London Stock Exchange plc.

published by HM Treasury on 29 July 2009.

The Takeover Panel has published Practice Statements containing guidance on equality of information, site visits and meetings with management, controlled auctions and inducement fees.

The PLUS-listed market (operated by PLUS Markets plc) has been added to the FSA's list of regulated markets.A company applying for admission of its shares to PLUS-listed will therefore have to prepare a prospectus in accordance with the Prospectus Rules (see PLC practice note, When is a prospectus required?).Companies wishing to join the Official List maintained by the FSA can now join either the Main Market of the London Stock Exchange or the PLUS-listed market. An issuer joining either market will need to comply with the FSA's Disclosure Rules and Transparency Rules, Listing Rules and Prospectus Rules. Each of the two markets operates its own admission and disclosure standards.PLUS Markets plc also continues to operate the PLUS-quoted market which is a prescribed market (not a regulated market).

The second of two articles examines conversion, redemption and class rights.

UKLA technical note published on or around 7 October 2010.

The Department of Trade and Industry (DTI) has published a consultative document dealing with the definition of "private investor" to be included in regulations made under section 62A of the Financial Services Act 1986 (FSA).

The Committee of European Securities Regulators has published draft technical advice on certain implementing measures under the Prospectus Directive.

Directive 2010/73/EU of 24 November 2010 has been published in the Official Journal.

ESMA has issued a call for evidence on the request made to it by the European Commission for advice on possible delegated acts in connection with the amended Prospectus Directive.

ESMA has published the final version of the second part of its technical advice on possible delegated acts concerning the Prospectus Directive as amended by Directive 2010/73/EU.

The European Commission has published a proposed directive (the Omnibus II Directive) amending the Prospectus Directive and the Solvency II Directive in respect of the powers of the European Supervisory Authorities.

ESMA has published a consutation on proposed changes to the CESR recommendations for the consistent implementation of the Prospectus Regulation regarding mineral companies. (Free access.)

ESMA has published a letter on the interpretation of the mineral companies recommendations contained in its March 2011 update of the CESR recommendations on the consistent implementation of the Prospectus Regulation.

This note provides access to know-how relating to Chapter 2 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 4 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Annexes I to III, X and XXII of the Prospectus Regulation, as set out in Appendix 3 of the Prospectus Rules, giving links to the Appendix and a summary of and links to know-how which may assist with the interpretation and understanding of the relevant provisions.

CESR has updated its Frequently Asked Questions regarding prospectuses.

ESMA has updated its Frequently Asked Questions regarding prospectuses.

The Prospectus Regulations 2011 (2011/1668) have been made and laid before Parliament.

link to document published by ESMA on 20 June 2012

The UKLA has written to all listed companies setting out its approach to vetting risk disclosure in prospectuses. The UKLA states that it does not propose to change the Listing Rules in respect of risk disclosure for all companies (the UKLA's proposals for risk disclosure in respect of Investment Entities were set out in CP164 - see further Discussion Paper 10 and Consultation Paper 164: Split Capital Investments) at this stage as the requirement to disclose risk factors in prospectuses is likely to be made express once the Prospectus Directive is enacted (see further European exchanges and harmonisation of financial services: the Financial Services Action Plan). However it is important that all documents to shareholders represent a balanced view of the risks and benefits associated with a proposal, and so the UKLA will ask issuers and sponsors to consider certain specific questions as part of its vetting process.

On 22 March 2012 ESMA published a discussion paper seeking views on the proxy advisory industry in Europe.

Published 26 June 2006

This article analyses key issues in recent secondary equity offerings, in particular current underwriting issues, alternative structures, use of secondary issues to fund acquisitions, pre-marketing, other key current issues and European legal changes.  This article is part of the PLC multi-jurisdictional guide to Capital Markets. For a full list of contents visit www.practicallaw.com/capitalmarketshandbook.

On 19 July 2007, PLUS Markets Group plc announced that its operating subsidiary, PLUS Markets plc, had been granted Recognised Investment Exchange (RIE) status by the Financial Services Authority. An RIE is exempt from the general prohibition under the Financial Services and Markets Act 2000 in respect of any regulated activity which is carried on as part of the exchange's business as an investment exchange, or which is carried on for the purposes of, or in connection with, the provision of clearing services by the exchange. There are now seven RIEs, details of which can be found on the FSA website.

The Inland Revenue has added Guernsey to the list of recognised stock exchanges for tax purposes following a review of its approach to the recognition of stock exchanges.

The Inland Revenue has published its proposed revised interpretation of “listed on a recognised stock exchange” as it appears in tax legislation.

Up until 20 years ago, there were regional stock exchanges across the UK, but by 1973 all of them had merged with the London Stock Exchange. Recently, however, there have been calls for more devolution in the sector, to encourage economic development in the regions, leading to initiatives such as the proposed establishment of a stock exchange in Birmingham.

The transitional period for the transfer of the function of the FSA's Document Viewing Facility to the National Storage Mechanism ends on 31 August 2010.

On 24 November 2004 HM Treasury published a consultation paper seeking views on whether there is a need to introduce additional regulation for investment trust companies (ITCs) and, if so, possible options for doing so. The possible options proposed include: (1) amending primary and secondary legislation to put the regulation of ITCs on a similar basis to authorised unit trusts and open ended investment companies; ITCs would be regulated as products as well as having to be authorised persons; (2) amending secondary legislation so that ITCs would be brought within the definition of collective investment schemes and become subject to general regulation under FSMA; they would be regulated as authorised persons but not as products, and possibly also widening the class of persons to whom collective investment schemes may be promoted; (3) amending secondary legislation so that ITCs are deemed to be carrying on a regulated activity and would therefore come within the scope of Part 4 FSMA: they would be regulated as authorised persons but not be collective investment schemes or regulated as products; (4) continuing to rely on existing FSA rule making powers (e.g. the Listing Rules). Responses must be received by 25 February 2005. Treasury intends to publish its feedback to the consultation in spring 2005 and if it concludes there is a case for additional regulation, it will then prepare more detailed proposals for further consultation. For background and further detail, se

The Financial Services Authority has published a policy statement on the proposed prohibition of insurance cover for regulatory fines.

The Financial Services Authority, acting as the competent authority for listing, has announced that regulatory information will be distributed on a commercial basis with effect from 2nd April, 2002.

Weblink to communication published by the European Commission on 8 December 2010.

Consultation document published by the Financial Services Skills Council for reponses by 28 April 2005.

A summary of other developments.

A summary of other developments.

A summary of other developments.

A summary of other developments.

The London Stock Exchange has published proposed changes to its buying-in regime and the rules on the reporting of transactions involving “introducing firms”.

This Law Firm Publication by Herbert Smith focuses on the recent amendments made to the Listing Rules in Saudi Arabia, following a resolution published by the Saudi Arabian Capital Market Authority (CMA), as well as a brief overview of developments in neighbouring Dubai and Bahrain. The amendments introduce a number of changes aimed at enhancing the regulatory framework in relation to the Saudi Arabian Capital Markets.

Non-US companies that have found US listings burdensome since the introduction of Sarbanes-Oxley in 2002 will welcome the US Securities and Exchange Commission's adoption of its final deregistration rules.

On 4 June 2004, the United States Securities and Exchange Commission (SEC) and the Committee of European Securities Regulators (CESR) announced terms of reference for future cooperation and collaboration and set out the subjects that would dominate the agenda during 2004 and 2005.

On 23 September 2008, the US Securities and Exchange Commission (SEC) adopted Final Rules relating to Foreign Issuer Reporting Enhancements, which are amendments to certain SEC disclosure rules relating to foreign private issuers (non-US issuers who are subject to the reporting requirements of the US Securities Exchange Act of 1934). Among other things, the amendments adopted:   Enable foreign private issuers to test their eligibility to use the special forms and rules available to them once a year instead of continuously. Change the deadline for annual reports filed by foreign private issuers. Eliminate an option that permits foreign private issuers to omit segment data from their US GAAP financial statements. Amend the annual report and registration statement forms used by foreign private issuers to improve certain disclosures provided in these forms. The effective date of the revised rules is 60 days from the date of the publication in the Federal Register. There are various compliance dates for the different specific changes made to the disclosure requirements.

The London Stock Exchange has notified member firms of changes to its rules for iceberg orders and to certain rules for SETSmm.

The Treasury is consulting on implementation of the Transparency Obligations Directive requirements for disclosure of major shareholdings.

The European Commission is consulting on the options being considered for a forthcoming legislative proposal dealing with potential risks of short selling and credit default swaps.

The Council of the European Union has adopted the proposed regulation on short selling and certain aspects of credit default swaps.

ESMA has published a consultation regarding draft technical standards on the EU regulation on short selling and certain aspects of credit default swaps.

ESMA has published its final technical advice on possible delegated acts concerning the regulation on short selling and certain aspects of credit default swaps (EC No 236/2012).

The House of Lords' EU sub-committee has published a call for evidence on the European Commission's proposal for a Regulation on short selling and certain aspects of credit default swaps.

The European Parliament has passed a legislative resolution adopting, with amendments, the European Commission's proposal for a regulation on short selling and certain aspects of credit default swaps. (Free access.)

The Financial Services and Markets Act 2000 (Short Selling) Regulations 2012 (SI 2012/2554) have been published.

The FSA has published Market Watch No.42, in which it gives advance notice of its approach to the UK's implementation of those aspects of Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps that afford discretion to, or impose operational requirements on, national competent authorities. (Free access.)

An overview of the UK, European and US restrictions on short selling relating to equity financial instruments.

On 19 September 2008 the Financial Services Authority (FSA) published Short Selling (No 2) Instrument 2008 which came into force on 19 September 2008. The Instrument prohibits short selling in relation to UK financial sector companies, defined as a company that is a UK bank, UK insurer or a UK incorporated parent undertaking of either of these. The FSA has published a list of the UK incorporated banks and insurers (29 in total) to which the Instrument applies.The publication of the Instrument follows the announcement by the FSA on 18 September 2008 of its intention to introduce temporary measures to prohibit short selling in relation to UK financial sector companies effective from midnight on Thursday.The new measures are due to remain in force until 16 January 2009 although the FSA has stated it will keep this date under review in the light of market conditions. The FSA stated in its 18 September 2008 press release that it will review the operation of the new measures after 30 days and will publish a comprehensive review of the rules on short selling in January 2009.

The Financial Services Authority is consulting on proposals to change its rules on bundled brokerage and soft commission.

UKLA technical note published on or around 7 October 2010.

On 29 November 2005, Sir Christopher Kelly, Chairman of the Financial Ombudsman Service (FOS), gave a speech on FOS and its interactions with the independent financial advisers (IFA) sector. In this, he discussed issues including the following: (1) The FOS experience of the IFA sector. Sir Christopher emphasised that the FOS experience of the IFA sector was very positive. For example, only 14 per cent of all complaints received by FOS related to the IFA sector and only 20 per cent of complaints against IFAs had been upheld in the current financial year. (2) Efforts by FOS to assist IFAs. Sir Christopher explained that FOS had made changes to assist IFAs and was considering how to improve further. For example, FOS had published information on its website intended to assist small firms with understanding the FOS process, procedures and approach to complaints issues. (3) Fees. Sir Christopher acknowledged that the current FOS fees system might no longer be appropriate, in particular for small firms. Accordingly, in tandem with the Financial Services Authority (FSA) review of the Financial Services Compensation Scheme (FSCS), FOS would consider its own charging arrangements. One option for small firms would be to increase the FOS general scheme levy (at present only £25 per approved person) and do away with the £360 case fee. (4) Association of Financial Advisers (AIFA) "stakes in the ground" initiative. Sir Christopher praised the AIFA initiative, which would provid

UKLA technical note published on or around 7 October 2010.

Weblink to communication published by the European Commission on 8 December 2010.

The Code Committee of the Takeover Panel is consulting on amendments concerning announcements.

The City of London Law Society has published a note on the admission condition wording to be used in takeover documents. The note also addresses a possible, associated amendment to Rule 24.9 of the Takeover Code.

In July 2010, a comprehensive package of financial reform legislation was enacted in the US, known as the Dodd-Frank Act. This will affect banks and other financial institutions with significant US operations, and also those non-US companies whose securities are listed on a US stock exchange. However, the effects on non-US companies are much broader than that, extending to UK companies without significant financial services operations or a US listing.

On 25 February 2003 the Treasury published a Green Paper about how best to promote order in the financial system during major operational disruption (e.g. problems arising from physical causes, such as a terrorist attack or severe adverse weather, or from IT difficulties, such as a computer bug or virus). The paper emphasizes that private sector, market-based approaches will have the main role, however seeks views on whether new statutory powers to suspend certain financial system obligations and to direct financial infrastructure (including exchanges, clearing houses and payment systems) might be useful in such circumstances. Responses to the consultation should be received by 25 April 2003. If the Government decides that new statutory powers are appropriate, they would be introduced in the proposed Civil Contingencies Bill, which is intended to 'deliver a single framework for dealing with all forms of disruptive challenge to modern society'. The Government intends to publish proposals during this Parliamentary session, with a view to introducing the Bill as soon as Parliamentary time allows. There would be a further consultation period before the Bill is introduced into Parliament.

Following the completion of the first phase of the Hampton Review on regulatory inspection and enforcement launched in June 2004, an interim report has been published, entitled "Reducing administrative burdens: effective inspection and enforcement" (the Interim Report). The Interim Report sets out the problems identified by the Review relating to the administrative costs of regulation and sets out for discussion some possible solutions. These possible solutions will be considered further during the second phase of the Review. Views from all stakeholders on any of the issues raised in the Interim Report are invited by Friday 4 February 2005. A copy of the Interim Report and its annexes, along with a full set of consultation questions are available from the relevant page of the HM Treasury website.

On 16 March 2005 HM Treasury published the final report from the Hampton review of regulatory inspection and enforcement, which was commissioned in the 2004 Budget to consider ways of reducing the administrative costs that regulations impose on business. The final report, entitled "Reducing administrative burdens: effective investment and enforcement", finds that good practice in UK regulation is not uniform and also that problems arise from the overlap in regulators' activities. The final report proposes that risk assessment be entrenched throughout the regulatory system, on the footing that proper analysis of risk directs regulators' efforts to where they are most needed. Linked proposals include recommendations that: (i) data requirements should differ according to the nature of risks faced by particular businesses, and should be coordinated across regulators to avoid duplication; (ii) that there should be fewer, simpler, forms sent out by regulators; (iii) inspections should not be made without a reason (and the resources released by stopping unnecessary inspections could then be redirected towards advice to improve compliance); (iv) thirty one national regulators (listed in an annex to the report) should be reduced to seven more thematic bodies; and (v) efficient enforcement should be considered when devising new policies and regulations. The review expresses the hope that the recommendations set out in the final report (which would represent significant chang

published 16 November 2006

published 17 November 2005

The last two years have seen a wave of new listings and IPOs on the new Swiss Exchange. This article provides a detailed guide for foreign companies on listing shares in Switzerland.

Communication from the Commission to the European Parliament, the Council, the Economic and Social Committee and the Committee of the Regions published 27 October 2010 (COM(2010) 608 final).

HM Treasury has published a consultation paper on notifying the suspension or removal of financial instruments from trading in the market.

The standards setting body for the financial services sector, the Financial Services Skills Council (FSSC), has issued a Consultation Paper on reform of retail financial services performance standards, as part of its reform of the National Occupational Standards that fall within its remit. The FSSC seeks the views of employers and other stakeholders on the following proposals: (1) A single framework will be formed for retail financial services performance standards incorporating standards for banking, building society activities, general insurance, long term insurance, investment administration and financial advice; (2) The framework will take the form of a "menu" that groups standards under common themes (such as customer care). Employers will be able to use the menu to select and profile the competence requirements of different roles within their businesses; and (3) the revised standards will be expressed in a new format that describes both performance and knowledge requirements. Comments on the consultation paper are requested by 28 April 2005.

A summary of the process to be followed by an issuer that wishes to move its shares to the Main Market from AIM and the key differences in eligibility requirements and ongoing obligations between the two markets.

On 28 July 2005 CESR published a call for evidence on what should be covered in its advice to the Commission in relation to the storage and filing of regulated information under the Transparency Directive. Matters on which CESR has been asked for advice include: (1) how an agreement on technical requirements to allow interoperability of Member States' officially appointed mechanisms could be obtained and how to conduct ongoing control/supervision over such a joint project; (2) the role of the OAM for the central storage of regulated information under Article 21(2), including minimum standards of security, certainty as to the information source, time recording, easy access by end users and the role of competent authorities in supervising OAMs' compliance with those standards; and (3) the filing of regulated information by electronic means with the competent authorities under Article 19(1), including minimum quality standards to be complied by the competent authorities. Responses should be received by 31 August 2005. CESR has been asked to provide its advice to the Commission by June 2006, with an interim report providing an assessment on the costs of setting up and operating the storage mechanisms by April 2006. In its mandate the Commission expresses its view that, notwithstanding CESR's concerns, no formal change in the transposition deadline for the Directive (20 January 2007) should be made: all provisions of the Directive must have been transposed by Member Sta

On 11 October 2007 the European Commission adopted a recommendation inviting Member States to ensure that the necessary steps are taken in order to effectively "interconnect" the officially appointed national mechanisms for the central storage of regulated information in a single electronic network within the Community, as referred to in Article 22(1)(b) of the Transparency Directive (2004/109/EC).

The European Commission has published a proposal for a directive to amend the Transparency Directive.

The European Commission has published its first mandate requesting advice from the Committee of European Securities Regulators on possible level 2 implementing measures under the Transparency Obligations Directive.

On 28 October 2004 CESR published for consultation Part 1 of its draft advice on Level 2 implementing measures, covering the dissemination of regulated information and how best to develop an EU-wide database of financial information on EU issuers. The consultation will close on 28 January 2005.

The Treasury has published a booklet 'Assistance Available to Overseas Regulatory Authorities' which explains in detail how the relevant UK authorities can help other supervisory activities around the world.

The Financial Services Authority has published a feedback statement on its proposals for implementing the UCITS Management Directive in the UK.

HM Treasury has published a White Paper providing further detail on its proposed reforms to the financial regulatory regime, including a partial draft of its proposed Financial Services Bill, explanatory notes, and further questions for consultation.

HM Treasury has confirmed that the UKLA will not merge with the Financial Reporting Council and that the FSA's criminal enforcement powers regarding market conduct will remain with the Consumer Protection and Markets Authority. (free access.)

The Overseas Exemptions Rules and Regulations 1992 enable certain firms within the UK regulatory system to use exemptions from the regulatory requirements of overseas jurisdictions. The aim is to ensure that, where an overseas exemption is based on the application of a UK regulation, that UK regulation applies to the business concerned.

The UK Listing Authority has published the fifth edition of its newsletter 'List!'.

The UK Listing Authority has published the second edition of its newsletter 'List!'.

A destination table showing the location of items from the UKLA technical and procedural notes (published or endorsed on or around 7 October 2010) in the new UKLA technical and procedural notes published on 7 December 2012.

The UKLA has published its first Primary Market Bulletin.

The draft Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 has been published and laid before Parliament.

A summary of some of the key aspects of the US Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 which may affect UK corporate lawyers.

This note discusses how the US Securities and Exchange Commission's (SEC) rules implementing the whistleblower provisions of the US Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) apply to non-US companies. The whistleblower rules offer potentially significant bounties to whistleblowers (including those outside the US) who provide the SEC with information about a US securities law violation that leads to a successful enforcement action. This note discusses briefly whistleblower protections under the US securities laws prior to the Dodd-Frank Act, key concepts under the SEC whistleblower rules, the impact of the SEC's whistleblower rules, and what actions companies should take in light of these rules.

US Supreme Court decision in Morrison v National Australia Bank

An overview of warrants, how they work and the parties and documents involved in an issue of warrants.

A summary of the UK and other main markets available for a company when launching an IPO.