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Comment & Opinion

Capital Markets Update: May 2026

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

May’s news

Takeover Code update: Removal of the ABI as a Panel nominating body

On 1 May 2026, the Takeover Panel published Instrument 2026/1 amending section 4(a) of the Introduction to the Takeover Code, which governs the appointment of Panel members. The key change is the removal of the Association of British Insurers (ABI) from the list of bodies entitled to nominate individuals to the Panel, alongside other minor amendments. In Panel Statement 2026/6, also published on 1 May 2026, the Panel explains that this change was made at the ABI’s request, reflecting its focus on industry-wide investment policy rather than shareholder interests. The amendments took effect on 1 May 2026.

Views sought on adopting tokenisation in wholesale financial markets

On 18 May 2026, the Financial Conduct Authority (FCA) and the Bank of England (BoE) published a call for input on how to support the safe adoption of tokenisation in UK wholesale financial markets. Government’s wholesale financial markets digital strategy identified tokenisation as a significant opportunity, particularly in post-trade processes and collateral. The FCA and BoE are seeking views from firms across the wholesale financial markets ecosystem on their proposed approach. The questions focus on tokenised securities such as bonds, equities and fund units, although the regulators expect to look beyond this in future. The deadline for responses is 3 July 2026.

FCA sets out planned regulatory initiatives

On 19 May 2026, the Financial Services Regulatory Initiatives Forum published the tenth edition of its Regulatory Initiatives Grid. Published twice a year, the grid outlines the regulatory pipeline for the next two years to help the financial services sector plan for the operational impact of upcoming reforms. This edition also reflects Forum members’ continued support for Government’s growth agenda.

Legislation published to crackdown on late payments

On 19 May 2026, the Commercial Payments Bill was introduced to Parliament and received its first reading in the House of Lords. Announced in the recent King’s Speech, the Bill sets out measures to improve payment practices and tackle the long-standing problem of late payment of commercial debts in the UK. Government had already confirmed earlier in 2026 that it would legislate for these reforms following a 2025 consultation on a range of policy proposals.

ICMA publishes amendments to its Primary Market Handbook

On 19 May 2026, the International Capital Market Association (ICMA) published amendments to its Primary Market Handbook to include the addition of a new Appendix C1 Bond Data Taxonomy. The new appendix provides an introductory guide for issuers, agents, service providers and investors seeking to integrate the ICMA Bond Data Taxonomy (BDT) into their offering processes. A key aim of the BDT is to support collaboration across the bond issuance process and advance market modernisation and data harmonisation.

FRC publishes insights on structured digital reporting

On 20 May 2026, the Financial Reporting Council (FRC) published its 2025/26 report on structured digital reporting. Based on a review of FCA-listed companies’ filings and 30 annual reports, it says overall compliance remains strong but flags several recurring weaknesses. The main problems are familiar: companies are still using broad tags where more precise tagging is needed, creating unnecessary custom extensions that reduce comparability, and drafting extensions that are too vague to be useful. The FRC also highlights cases where disclosures are tagged by label rather than accounting meaning, leading to mismatches and inconsistent treatment of similar figures, as well as ongoing errors in earnings per share reporting, often caused by incorrect scaling.

IOSCO publishes AI supervision toolkit for capital markets

On 25 May 2026, the International Organization of Securities Commissions (IOSCO) published its final report on a toolkit for supervising AI in capital markets. IOSCO says effective supervisory oversight is needed to manage the risks of AI use while enabling firms to benefit from it. The report provides member authorities with a toolkit to support risk-based, proportionate supervision across the full AI lifecycle and across all types of AI systems, including machine learning, generative AI and agentic AI. It is intended to complement, not replace, national frameworks and to support a common dialogue between supervisors and firms. Stakeholders can submit views on the toolkit until 26 June 2026.

Government publishes post-implementation review of the SECR regulations 2018

On 26 May 2026, the Department for Energy Security and Net Zero published the Post-Implementation Review: SECR Regulations 2018. The review looks at whether the Streamlined Energy and Carbon Reporting (SECR) framework, introduced in April 2019, has met its original aims, whether those aims remain relevant and whether the regime should be reformed. Its findings will help shape future policy on energy and carbon reporting, including the role of the SECR rules within the wider corporate reporting framework.

Looking ahead to June 2026

15 June – closing date for responses to the FCA’s consultation on revised guidance on working capital statements discussed in Primary Market Bulletin 63.

17 June – closing date for the consultation by Government on options to modernise and improve the director disqualification and company winding up regimes.

29 June – section 250 of the Crime and Policing Act 2026 comes into force, extending the scope of the statutory identification doctrine to all criminal offences committed by senior managers while acting within their actual or apparent authority.

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