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Comment & Opinion

Capital Markets Update: May 2025

Welcome to the current edition of Capital Markets Update, the monthly briefing from our Corporate Group rounding up the previous month’s regulatory developments within the equity capital markets and looking ahead to future developments.

Capital Markets Update April 2024

April’s news

Removal of over-lapping requirements from the directors’ remuneration reporting framework

On 3 April 2025, the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025, were laid before Parliament. The regulations repeal most of the requirements relating to the reporting of directors’ remuneration which were added in 2019 to implement part of the EU Shareholder Rights Amending Directive in the UK. The regulations take effect from 11 May 2025.

FCA requests input on the future regulation of AIFMs

On 7 April 2025, the Financial Conduct Authority (FCA) published a call for input on the future regulation of alternative investment fund managers (AIFMs). Government intends to replace the existing regulatory regime for AIFMs, which is largely derived from the Alternative Investment Fund Managers Directive with a new framework, to be set out in FCA rules and secondary legislation. The deadline for responses is 9 June 2025.

LSE launches consultation on the development of AIM

On 7 April 2025, the London Stock Exchange (LSE) published AIM Notice 59, in which it seeks views on the continued development of AIM including proposed changes to the AIM Rules for Companies (AIM Rules). The discussion paper seeks feedback on the overall market framework and the products and services that support AIM companies and investors. It also seeks views on areas where changes to the AIM Rules could better reflect the current regulatory environment or otherwise be simplified. The closing date for responses is 16 June 2025.

DSIT launches new cyber governance code of practice

On 8 April 2025, the Department for Science, Innovation and Technology (DSIT) published a new Code of Practice: Cyber Governance, with the aim of supporting boards and directors of both public-sector and private organisations in governing cybersecurity risks. The code, created in collaboration with technical experts from the National Cyber Security Centre and governance experts, focuses on the actions that senior leaders should take to manage cyber risks effectively and reduce the likelihood and impact of cyber attacks.

Insolvency Service publishes new guidance on director disqualification sanctions

On 8 April 2025, the Insolvency Service published new guidance relating to director disqualification sanctions. The sanctions prohibit a person designated under the UK sanctions regime from being a director of a company or taking part in or being concerned in the promotion, formation or management of a company.

FCA publishes update on PISCES

On 10 April 2025, the FCA published a statement on its approach to finalising the regulatory framework for the Private Intermittent Securities and Capital Exchange System (PISCES) sandbox, a new type of regulated trading platform that will enable the intermittent trading of existing shares in private companies.

IoD explores the evolving role of NEDs

On 10 April 2025, the Institute of Directors (IoD) announced the launch of a commission chaired by Baroness Evans to explore the changing role of non-executive directors (NEDs) in the UK. The commission will investigate the effectiveness of NEDs and consider how they can better contribute to value creation.

Implementation of CSRD and CS3D postponed

On 16 April 2025, the ‘Stop-the-Clock’ Directive (EU) 2025/794 was published in the Official Journal following its adoption by the Council of the EU on 14 April 2025. The Directive postpones the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D), both of which affect UK companies.

FCA publishes Primary Market Bulletin No 55

On 17 April 2025, the FCA published Primary Market Bulletin 55 which continues the FCA’s phased approach to updating its Knowledge Base to reflect changes to the listing regime and certain other developments. The bulletin addresses outstanding items from Primary Market Bulletins 48 to 53 and consults on changes to certain technical notes.

DBT publishes guidance on Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025

On 23 April 2025, the Department for Business and Trade (DBT) published statutory guidance to accompany the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025, which come into effect on 11 May 2025.

ISSB publishes proposed amendments to IFRS S2

On 28 April 2025, the International Sustainability Standards Board (ISSB) published an exposure draft on proposed amendments to International Financial Reporting Standard S2 (Climate-related Disclosures) (IFRS S2). Comments on the questions raised in the exposure draft are to be received by 27 June 2025.

FRC publishes report on digital reporting

On 28 April 2025, the Financial Reporting Council (FRC) published its annual report for 2024/25 on structured digital reporting. The report is based on a market-wide analysis of digital reports from FCA-listed companies, as well as detailed assessments of 25 annual reports filed to the FCA’s National Storage Mechanism during 2024.

Looking ahead to May 2025

11 May – the Companies (Directors’ Remuneration and Audit)(Amendment) Regulations 2025 take effect.

13 May – closing date for responses to the FCA consultation on regulatory fees and levies.

15 May – closing date for comments on proposed updates to several technical notes relating to the UK listing rules.

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