Insights and resources
Replacing the UK Prospectus Regulation: FCA consults on proposals for new Prospectus Rules
26 juli 2024
The FCA has released a consultation on its proposals for the new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) which will replace the UK Prospectus Regulation.
Reformed and rebalanced: FCA publishes the final UK Listing Rules
11 juli 2024
The new UK Listing Rules, which have been published by the FCA today, will restructure the London listing landscape for equity issuers when they come into force on 29 July 2024.
The single commercial companies regime contains reduced barriers to listing and fewer shareholder approval requirements than the current premium segment and will enable UK-listed issuers to be more competitive.
SEC Transactions and Compliance ("STAC") Group - Q2 Round-Up
4 juli 2024
The Linklaters SEC Transactions and Compliance (“STAC”) Group’s quarterly round-ups provide our updates and thoughts on the latest developments in SEC rulemaking and other matters of U.S. federal securities law.
In our Q2 2024 round-up, we look at the SEC’s latest rulemaking agenda, the NYSE’s and Nasdaq’s compensation clawback requirements and the SEC’s share repurchase disclosure rules, among other developments.
2023 Reporting Cycle: Form 20-F Amendments and Trends to Consider
19 december 2023
Welcome to the Linklaters US SEC Transactions and Compliance group’s annual update on Form 20-F amendments and disclosure trends. In this edition, we cover how developments relating to cybersecurity, compensation clawbacks, climate change and geopolitical risk could affect the disclosure in upcoming annual reports on Form 20-F.
SEC approves NYSE and Nasdaq clawback rules – Issuers must comply by December 1, 2023
7 juni 2023
This briefing was originally published on June 9, 2023. It has been updated to reflect the SEC’s approval of the amendments. The U.S. Securities and Exchange Commission (the “SEC”) has approved the NYSE’s and Nasdaq’s amendments to their proposed compensation clawback listing rules establishing an effective date of October 2, 2023. Listed companies will have to adopt compliant compensation clawback policies by no later than December 1, 2023.
How will the UK listing reforms impact existing issuers?
19 mei 2023
In this article we take a closer look at how the proposals in the FCA's recently published Primary Markets Effectiveness Review consultation (CP 23/10) will affect the continuing obligations of existing premium listed companies.
Reform of the UK Listing Regime: a rebalanced approach
3 mei 2023
The FCA has published a “blueprint” for overhauling its listing rules to help London remain at the forefront of the global competition to attract companies to list their shares. The proposals will do away with the “standard” and “premium” listing segments for share listings of commercial companies in favour of creating a single segment which retains many of the premium segment’s requirements but in a more streamlined and lighter touch way.
SEC Transactions and Compliance ("STAC") Group - Q1 Round-Up
30 maart 2023
The Linklaters SEC Transactions and Compliance (“STAC”) Group’s quarterly round-ups provide our updates and thoughts on the latest developments in SEC rulemaking and other matters of U.S. federal securities law.
SEC Transactions and Compliance ("STAC") Group - Q4 Round-Up
9 januari 2023
The Linklaters SEC Transactions and Compliance (“STAC”) Group’s quarterly round-ups provide our updates and thoughts on the latest developments in SEC rulemaking and other matters of US federal securities law.
In our Q4 round-up, we look at developments such as the status of the SEC’s climate change proposal, the newly adopted “compensation clawback” rule, and recent significant amendments to Rule 10b5-1, among other things.
Secondary capital raisings to be made easier for listed companies
22 juli 2022
The UK Secondary Capital Raising Review makes recommendations to improve capital raising processes for London listed issuers. These will enable larger non-pre-emptive placings, and in due course allow rights issues without a prospectus or the involvement of a sponsor.
New FCA Technical Note: ESMA prospectus guidance now incorporated
31 mei 2022
The Financial Conduct Authority has formally adopted the bulk of the European Securities and Markets Authority's guidance on the Prospectus Regulation into its own guidance on the UK prospectus regime. It has published four new Technical Notes of which the most significant is TN/619.1 "Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers". It has also made amendments to 10 other Technical Notes and to one Procedural Note. The changes will make it easier to navigate prospectus guidance on the FCA's website.
A simpler, more attractive UK listing regime?
27 mei 2022
The Financial Conduct Authority has published a discussion paper (DP22/2) setting out proposals to merge the existing premium and standard segments for the listing of shares on the UK Main Market and make it easier for new and high-growth companies to list in London. The discussion paper also looks at the role of sponsors under the Listing Rules.
In this article we give an overview of the proposals and what they will mean for IPOs, as well as for existing premium and standard listed issuers.
SEC’s climate proposal vs. TCFD: What you need to know
23 mei 2022
The SEC Proposal is based in part on the recommendations (the “TCFD Recommendations”) of the Task Force on Climate-related Disclosures (the “TCFD”). The TCFD Recommendations have gained widespread acceptance as a global standard for climate-related disclosures and, as a result, a number of jurisdictions (including Canada, Hong Kong, Japan, New Zealand, Singapore and Switzerland) have either mandated TCFD-aligned reporting in domestic regulation, or are in the process of doing so.
Bookbuilding and Placing in ECM and DCM Transactions and Sponsor Coupling
12 mei 2022
We have just over two months before the new regulations for intermediaries carrying out bookbuilding and placing activities take effect.
The SFC and the Hong Kong Stock Exchange have both published guidance on certain questions which the industry has been grappling with, as well as information on what the transition arrangements will be.
ESG Legal Outlook 2022
18 januari 2022
2022 will provide a practical demonstration of the appetite for ESG-led change that governments, major corporates and financial institutions all have, and how far this will feed into smaller businesses and everyday life. In this publication we explore key global ESG themes we believe will shape the legal outlook for businesses in 2022. We also look at the evolving ESG landscape in 30 jurisdictions.
UK Direct Listings - Key Insights
13 september 2021
Linklaters’ market leading equity capital markets team recently advised Wise plc on the first European Tech company direct listing, a transaction that also included the UK’s first widely held dual-class share structure, novel liquidity provision arrangements and a bespoke opening auction for Wise’s shares on the London Stock Exchange.
SEC approves Nasdaq’s comply-or-explain board diversity requirement
12 augustus 2021
Under newly approved amendments, many companies listed on the Nasdaq Stock Exchange (“Nasdaq”) will soon be required to have, or explain why they do not have, at least two board of directors members who are diverse (i.e., female, an underrepresented minority or LGBTQ+), including (i) at least one female director; and (ii) at least one underrepresented minority or LGBTQ+ director. Nasdaq-listed companies will also have to provide annual numerical disclosure on the diversity of their board of directors.
UK relaxes listing rules to encourage SPACs
28 juli 2021
Changes to the UK listing rules have been announced to make the rules more friendly to special purpose acquisition companies. The changes will enable SPACs to avoid having their shares suspended ahead of a potential acquisition, provided they meet a number of conditions.
Prospectus review: FCA to be front and centre of new regime
6 juli 2021
The prospectus review from HM Treasury consults on proposals to streamline prospectus requirements, improve the quality of disclosure and make the prospectus regime more agile and dynamic. There is also a push to widen ownership of public companies by removing disincentives to offering shares to retail investors.
FCA consultation on effectiveness of the primary markets
6 juli 2021
The Financial Conduct Authority has published a consultation seeking views on potential reforms of the current listing segments function and on several specific changes to the Listing Rules to remove barriers to listing.
National Security: the focus turns to UK public markets
11 juni 2021
After the introduction of the National Security and Investment Act 2021 to address foreign investment in the UK, it is now the turn of equity listings and admissions to the UK public markets to be scrutinised through the lens of national security. A consultation, published on 7 June, by HM Treasury, proposes a new standalone power for the Government to block a listing in the UK which it considers could be detrimental to national security.
Kalifa Review of UK Fintech: 10 key takeaways
1 maart 2021
The findings of a highly anticipated independent strategic review into UK fintech have been published. The review, led by Ron Kalifa OBE, sets out a five-point plan to ensure the UK can retain its position as a global leader in fintech, and thus financial services more broadly. The recommendations are wide-ranging and bold. Notably, several are aimed at providing a more supportive environment for fintech firms to grow into global champions. The government has welcomed the report and committed to considering its recommendations in detail.
