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Capital Markets Update: August 2022

Welcome to the current edition of 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.

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July’s news

FCA consults on rule changes to improve equity secondary markets

On 5 July 2022, the Financial Conduct Authority (FCA) published a consultation which seeks views on proposed rule changes to improve trade execution and the information content of post-trade transparency for investors. The FCA is also consulting on draft guidance on outages and whether improvements can be made to the process for executing retail orders. Responses to the consultation are requested by 16 September 2022.

FRC publishes report on Stewardship Code 2020

On 5 July 2022, the Financial Reporting Council (FRC) published a report on the influence of the UK Stewardship Code 2020 on practice and reporting. The report is based on research that was commissioned by the FRC to better understand current stewardship practices and the impact of the UK Stewardship Code 2020.

LSE extends consultation on amendments to disclosure standards

On 8 July 2022, the London Stock Exchange (LSE) announced that it had extended the closing date for its consultation on amendments to the Admission and Disclosure Standards to 1 August 2022.

FRC details next steps for audit and corporate governance reform

On 12 July 2022, the FRC published a Position Paper setting out next steps for the reform of the UK’s audit and corporate governance systems.

Recommendations from the secondary capital raising review

On 19 July 2022, HM Treasury published the recommendations of the UK Secondary Capital Raising Review for improving secondary capital raising processes for UK listed companies.

HM Treasury launches Digitisation Taskforce

On 19 July 2022, HM Treasury announced the launch of a Digitisation Taskforce to drive forward the modernisation of the UK’s shareholding framework following the publication of the outcome of the UK Secondary Capital Raising Review.

Takeover Panel publishes annual report

On 19 July 2022, the Takeover Panel issued Panel Statement 2022/15 announcing the publication of its Annual Report and Accounts for the year ended 31 March 2022.

BEIS publishes market guidance notes on NSIA 2021

On 19 July 2022, the Department for Business, Energy and Industrial Strategy (BEIS) published NSIA 2021: Market Guidance Notes July 2022 which gives practical guidance on the new national security and investment regime based on its first six months of operation since the National Security and Investment Act 2021 (NSIA 2021) came into force.

FCA publishes annual report

On 19 July 2022, the FCA published its Annual Report and Accounts 2021/22. The report sets out significant pieces of work carried out by the FCA during the period including measures in relation to the COVID-19 pandemic, the cost of living crisis and the invasion of Ukraine.

Financial Services and Markets Bill introduced to Parliament

On 19 July 2022, Chancellor Nadhim Zahawi delivered his Mansion House Speech in which he announced the introduction of the Financial Services and Markets Bill to Parliament on 20 July 2022. The Bill is the first step in amending the UK’s regulatory regime outside the EU.

Takeover Panel publishes panel bulletin on possible offer announcements

On 20 July 2022, the Takeover Panel announced the publication of Panel Bulletin No 5 on the timing and content of possible offer announcements and pre-announcement responsibilities under Rule 2 of the Takeover Code.

LSE launches UK Capital Markets Industry Taskforce

On 20 July 2022, the London Stock Exchange (LSE) announced the launch of a new UK Capital Markets Industry Taskforce which aims to maximise the impact of the current programme of regulatory reforms to UK capital markets.

FRC publishes company meetings guidance

On 21 July 2022, the FRC published Guidance: Company Meetings which offers suggestions for good practices that listed companies should consider adopting to enhance effective shareholder participation when planning and conducting AGMs and other general meetings.

FCA issues decision notices to Carillion

On 28 July 2022, the FCA published its decision notice censuring Carillion plc (in liquidation) for contraventions of the Market Abuse Regulation and the Listing Rules together with decision notices in respect of three of Carillion plc’s former executive directors.

Reviews of climate-related disclosures published

On 29 July 2022, the FCA published Report: TCFD-aligned disclosures by premium listed companies and the FRC published Report: Thematic review of TCFD disclosures. The reports set out the regulators’ findings from reviews of the first climate-related financial disclosures made in line with the FCA’s rules for premium listed companies, which apply to accounting periods beginning on or after 1 January 2021.

Looking ahead to August 2022

1 August – closing date for responses to the LSE consultation on proposed amendments to its Admission and Disclosure Standards to create and administer its new Voluntary Carbon Market.

18 August – closing date for responses to the FRC’s consultation on audit quality indicators.

John
Hamer

Partner

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Debbie
Jackson

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Richard
Naish

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Corporate and Head of Food & Drink

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Daniel
O'Gorman

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Jo
Stephenson

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Oliver
Duke

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