The narrower M&A broker exemption supersedes the 2014 M&A broker no-action letter while leaving state-level restrictions and foreign M&A broker relief unaffected. By Marlon Q. Paz, Stephen P. Wink, Naim Culhaci, Donald Thompson, and Deric Behar On March 29, 2023, the Securities Exchange Act of 1934 (Exchange Act) was amended to exempt certain “M&A brokers” from registration as broker-dealers with the US Securities and Exchange Commission (SEC). The amendment, Exchange Act Section 15(b)(13), signed into law on December 29, 2022, as part of the Consolidated Appropriations A ..read more

FCA takes an innovative approach to obtain feedback from industry and stakeholder groups. By Chris Horton, James Inness, Anna Ngo, and Johannes Poon In May 2023, the FCA launched a process of engagement and dialogue on how the UK’s future prospectus regime could operate. The FCA’s first thematic engagement papers, published on 18 May, aim to solicit discussion and feedback on: (i) whether or how to set prospectus requirements for issuers seeking admission to trading on UK regulated markets; (ii) whether or how to set prospectus requirements for issuers raising further capital; and (iii) how f ..read more

The FCA has published the findings from its review of firms’ fair value assessment frameworks and set out implementation priorities for firms. By David Berman, Nicola Higgs, Rob Moulton, Becky Critchley, and Charlotte Collins On 10 May 2023, the FCA published a speech by Sheldon Mills, FCA Executive Director, Consumers and Competition, on the countdown to the Consumer Duty implementation deadline of 31 July 2023. Alongside the speech, the FCA published the findings from its review of 14 firms’ fair value assessment frameworks under the Consumer Duty. While the FCA’s review found that firms ha ..read more

Proposals dramatically reduce the regulatory burden on listed companies. By James Inness, Anna Ngo, and Johannes Poon On 3 May 2023, the FCA published a consultation paper CP23/10 which sets out a blueprint for changes to the UK listing regime. The key reform proposed is that the existing premium and standard listing segments would be replaced with a single segment for commercial companies. What specifically would change for premium listed companies? IPO eligibility: The removal of the requirement for a three-year financial and revenue earning track record and a “clean” working capital stat ..read more

The Consumer Duty applies to firms that materially influence consumer outcomes. By Becky Critchley and Effie Stathaki The Consumer Duty (Duty) (as set out in the FCA’s Policy Statement PS22/9 and guidance document FG22/5) will come into force at the end of July 2023. The Duty applies across the distribution chain – namely, to all firms involved in the manufacture, provision, sale, and ongoing administration and management of a product or service to the end retail customer. The Duty applies to all firms that have a material influence over, or determine, retail customer outcomes. The FCA consid ..read more

In contrast with the White House’s position, the Vice Chairman denied that loosened Dodd-Frank rules contributed to the recent bank failures. By Arthur S. Long, Pia Naib, and Deric Behar On April 12, 2023, Federal Deposit Insurance Corporation (FDIC) Vice Chairman Travis Hill delivered a speech at the Bipartisan Policy Center, “Recent Bank Failures and the Path Ahead.” In it, he addressed key themes and takeaways from the March 2023 bank failures that saw the FDIC appointed as receiver for a bank with over $200 billion in consolidated assets and another with over $110 billion in consolidated ..read more

The Future Regulatory Framework and Consumer Duty will be key areas of focus for the coming year. By Rob Moulton, Nicola Higgs, David Berman, Becky Critchley, and Charlotte Collins On 5 April 2023, the FCA published its Business Plan for 2023/24. The Business Plan sets out a number of priority areas for the regulator, tied into its three main areas of focus: reducing and preventing serious harm, setting and testing higher standards, and promoting competition and positive change. The FCA highlights four of these priority areas that will receive additional emphasis over the coming year. These p ..read more

The tone of the Call for Evidence indicates the controversial research unbundling rules could be primed for reform. By Rob Moulton, Gary Whitehead, and Charlotte Collins On 3 April 2023, HM Treasury published a Call for Evidence as the first step in the independent review of investment research and its contribution to the competitiveness of the UK’s capital markets. The review has the stated key objectives of: Assessing the link between levels of research and the attractiveness of the UK as a destination to list Evaluating options to improve the UK market for investment research and to provi ..read more

President Biden is calling for tougher standards and supervision for large regional banks in the wake of recent instability in the US banking sector. By Arthur S. Long, Pia Naib, and Deric Behar On March 30, 2023, the White House issued a Fact Sheet calling on the federal banking agencies, the Federal Reserve Board (FRB), the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (OCC), in consultation with the Treasury Department, to safeguard the banking system by imposing stricter rules on certain financial institutions — mostly large regional ..read more

The consultation considers what a potential regulatory regime would look like, and its proposed scope. By Nicola Higgs, Paul A. Davies, Becky Critchley, Anne Mainwaring, Ella McGinn, and Charlotte Collins On 30 March 2023, HM Treasury published a consultation on regulating ESG ratings providers, which ties in with and was published alongside the UK government’s latest Green Finance Strategy paper. The government announced as part of the Edinburgh Reforms last year that HM Treasury would consult on a potential regulatory regime for ESG ratings providers. Now HM Treasury is seeking views on whe ..read more