The UK Financial Conduct Authority (FCA) has published Primary Market Bulletin 64, setting out its findings from a 2025 follow-up review of total voting rights (TVR) disclosures and providing observations on significant transaction notifications under the UK Listing Rules (UKLR). The FCA found that, while most issuers disclosed information relevant to TVRs, some announcements lacked sufficient clarity because they neither contained a dedicated TVR subsection nor made any direct mention of the total number of voting rights. This made it difficult for shareholders to identify the TVR used to calculate shareholding thresholds.

The FCA reminds issuers to confirm TVR figures clearly, use appropriate headline disclosure classifications where possible, and refer expressly to "total voting rights" when such information is included within broader announcements.

The FCA also reported on its review of significant transaction notifications under the UKLR, following the July 2024 reforms that removed the requirement for commercial companies with equity shares to publish an FCA-approved circular and obtain shareholder approval for significant transactions. Instead, companies are now required to notify shareholders under a notification-based regime. The FCA observed differing approaches to the number and presentation of risks disclosed by companies and noted that some issuers relied on overly generic risk disclosures. The FCA reminds issuers that risk disclosures should be tailored to the company, taking into account the nature and circumstances of the transaction, and should clearly articulate the specific risks posed to the company rather than relying on generic descriptions.

On board statements, the FCA noted that some issuers had not used the prescribed wording required by the UKLR. The FCA emphasises that issuers must follow the prescribed text and that bespoke wording that dilutes the intent of the rule is not acceptable. Board statements should therefore include the wording: "the transaction is, in the board's opinion, in the best interests of security holders as a whole". The requirement to use prescribed wording also applies to the fair and reasonable statement in related party transaction notifications under UKLR 8.2.2R(4).

The European Commission has adopted two Delegated Regulations under the Central Securities Depositories Regulation No 909/2014 (CSDR):

• The first Delegated Regulation amends the regulatory technical standards (RTS) laid down in Commission Delegated Regulation (EU) 2018/1229 on settlement discipline, to introduce measures aimed at improving settlement efficiency in the EU and supporting the transition from a T+2 to a T+1 settlement cycle on 11 October 2027. The revised RTS strengthen allocation, confirmation and settlement processes, establish earlier deadlines for the provision of settlement information by professional and retail clients, and enhance the monitoring, reporting and analysis of settlement fails. The Delegated Regulation is based on the final report published by the European Securities and Markets Authority (ESMA) in October 2025.
• The second Delegated Regulation amends the RTS laid down in Delegated Regulation (EU) 2017/392 regarding the information that central securities depositories (CSDs) must provide to competent authorities as part of the review and evaluation process under Article 22(1) of the CSDR. The amendments align the RTS with the reforms introduced by the CSDR Refit Regulation (EU) 2023/2845. The Delegated Regulation specifies: (i) the information the CSD is to provide to the competent authority for the purposes of the review and evaluation; (ii) the information that the CSD's competent authority is to supply to other authorities when sharing the results of the review and evaluation; and (iii) the information that the competent authorities responsible for supervising different CSDs within the same group are to supply to one another when performing the review and evaluation. The Delegated Regulation is based on the final report published by ESMA in February 2025.

The RTS on settlement discipline will generally apply from 7 December, except for certain specified provisions which will apply in 2027. The RTS on the review and evaluation process will apply one year after it enters into force.

The draft Over the Counter Derivatives (Intragroup Transactions) Regulations 2026 were laid before the UK Parliament and published, accompanied by an explanatory memorandum. The proposed Regulations aim to replace the temporary intragroup exemption regime (TIGER), which expires on 31 December, with a permanent framework for intragroup exemptions from clearing and margin requirements under the UK European Market Infrastructure Regulation (UK EMIR). The draft Regulations amend the definition of an intragroup transaction in Article 3 of UK EMIR so that any transaction between entities within the same consolidated group qualifies as intragroup, regardless of the jurisdiction in which those entities are established. They also amend the processes applicable to the intragroup exemptions in Article 4 and Article 11 of UK EMIR and provide for a notification process for transactions between a UK entity and an overseas entity in the same group or between two overseas entities in the same group, subject to a 30-day period within which the FCA can object. Finally, the Regulations also include transitional provisions to ensure that firms already benefiting from intragroup exemptions granted under TIGER can continue to rely on those exemptions after TIGER expires without having to submit a new notification to the FCA, provided certain conditions are met.

The draft Regulations were initially published for technical feedback in November 2025. While feedback was generally positive, some respondents requested that the notification requirement to the FCA be removed entirely to lighten the regulatory burden even further. The FCA has not made this change to ensure that it maintains appropriate regulatory oversight of market activity. Feedback was otherwise focused on drafting points to ensure the legislation would operate as intended and deliver the desired policy effect. Subject to Parliamentary approval, the new regime is expected to come into force before the expiry of TIGER on 31 December.

The European Securities and Markets Authority (ESMA) has published its final report on the simplification of financial transaction reporting under the Markets in Financial Instruments Regulation (MiFIR), the European Market Infrastructure Regulation (EMIR) and the Securities Financing Transactions Regulation (SFTR), together with a factsheet. This follows the interim report published in May which provided a summary of feedback to its June 2025 call for evidence on how to simplify and streamline reporting. 

ESMA recommends a phased reform programme combining short-term burden reduction with a long-term structural reform. At the centre of this strategy is the development of a long-term “report once” model, under which firms would submit data through a single, modular reporting framework capable of serving multiple regulatory and supervisory purposes. This aligns with the “scenario 2a” approach (which evolved from “option 2a” in ESMA’s June 2025 call for evidence). On dual-sided reporting, the final report confirms that a full transition to single-sided reporting was not retained because those data points which are currently reported are used to assess data quality.   

In the shorter term, ESMA proposes a series of simplification measures to provide more immediate burden reduction including streamlining intragroup exemptions, reducing or removing certain reporting fields and reconciliation requirements, simplifying error and omission notifications, and reviewing dual-sided reporting requirements, among other measures mentioned in section 5.2 of the report. ESMA will now engage with EU institutions on the policy recommendations, with implementation requiring legislative amendments and phased development of common reporting standards and infrastructure.

The UK Financial Conduct Authority (FCA) has published consultation paper CP26/21 proposing targeted amendments to the UK Listing Rules (UKLR) for closed-ended investment funds (investment trusts). The consultation follows the FCA's targeted review of how the UKLRs applied to investment entities, which was announced in March as part of the FCA's ongoing work on the UKLR. During the review, the FCA considered how its rules support strong shareholder rights and effective management of conflicts of interest in a range of potential scenarios. The FCA carried out stress testing the rules' operation in different hypothetical situations to ensure they remain robust over time and as markets evolve.

The FCA proposes to:

• Strengthen board independence by introducing a rule to clarify governance requirements when appointing a new investment manager, including requiring directors who are not independent of the proposed investment manager to be excluded from the board's consideration of the transaction or arrangement for the appointment.
• Amend the FCA Handbook Glossary definition of "associate" for its application in the UKLR requirements applicable to closed-ended investment funds under UKLR 11 only, so that it: (i) applies to a proposed investment manager; and (ii) includes the association between a director and any substantial shareholder (or associate of that shareholder) that has proposed the director for their appointment.

Read more.

The European Parliament has announced that it has reached a provisional agreement with the Council of the EU on a package of measures to simplify regulatory requirements for a new category of undertakings named small "mid-cap" companies (SMCs). The undertakings fall between small and medium-sized enterprises (SMEs) and large companies, and the measures form part of the European Commission's Omnibus IV legislative proposal, adopted in May 2025. The agreement is intended to support scaling businesses and avoid "cliff-edge" increases in regulatory obligations when firms outgrow SME status, by extending to SMCs a range of exemptions and lighter requirements currently available to SMEs.

The press release states that SMCs are broadly defined in principle as companies with fewer than 1,000 employees and either up to EUR200 million in turnover or EUR172m in total assets. The simplified regime will apply across several EU frameworks, including the General Data Protection Regulation, where lighter record-keeping obligations will apply for low-risk processing data and capital markets rules (including the Markets in Financial Instruments Directive II and the Prospectus Regulation), enabling easier access to SME growth markets and simplified disclosure requirements. Additional simplifications are introduced in other areas. The measures remain subject to formal adoption by both institutions before publication in the Official Journal of the European Union and entry into force. Member states will have 15 months to introduce the Directive into their national legislation.

The Financial Services and Markets Act 2023 (FSMA 2023) (Commencement No. 14) Regulations 2026 have been made and published. The Regulations use powers under FSMA 2023 to revoke assimilated law relating to short selling in anticipation of the new UK regime coming into force on 13 July under the Short Selling Regulations 2025 and the FCA rules published in April.

The Regulations will revoke on 13 July:

• Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps ("the Short Selling Regulation").
• The Financial Services and Markets Act 2000 (Short Selling) Regulations 2012.
• Instruments made under the Short Selling Regulation, as assimilated into UK law.
• The Short Selling (Notification Thresholds) Regulations 2021.
• The Short Selling (Notification Threshold) Regulations 2023.

The European Securities and Markets Authority (ESMA) has published its annual report on the quality and use of data in 2025. This sixth edition expands the scope of coverage to include prospectus reporting, credit rating agency reporting, central counterparty supervisory reporting, crowdfunding reporting, major ICT-related incident reporting under the Digital Operational Resilience Act (DORA), reference data under the Markets in Financial Instruments Regulation (MiFIR) and ESMA registers.

The report shows continued progress in improving the quality, usability and supervisory application of regulatory data across EU financial markets. However, the report also highlights differing levels of maturity across datasets. Reporting under the European Market Infrastructure Regulation (EMIR) reached a steady state, with stable reporting rules and reconciliation requirements during 2025. MiFIR transaction reporting showed similar progress, with targeted data quality measures supporting more systematic supervisory use. As a result, transparency indicators are now calculated using MiFIR transaction data. Other regimes, notably the Securities Financing Transactions Regulation (SFTR) and the Alternative Investment Fund Managers Directive (AIFMD) also showed positive developments but require further improvements in data quality and usability. For less mature datasets, the report presents first indicative measures of quality and use.

Looking ahead, ESMA, together with national competent authorities, will continue to further support sustained improvements in the quality of regulatory data with next steps set out in Chapter 5 of the report.

The European Securities and Markets Authority (ESMA) has published a consultation paper on amendments to its guidelines on standardised procedures and messaging protocols used between investment firms and their professional clients under Article 6(2) of the Central Securities Depositories Regulation (CSDR). This forms part of ESMA's work to support market participants in preparing for the transition to a T+1 settlement cycle. ESMA is proposing to amend the guidelines in light of the proposed amendments to Articles 2 and 3 of Commission Delegated Regulation (EU) 2018/1229 (RTS on Settlement Discipline), as set out in its final report on the RTS on Settlement Discipline published in October 2025. The updates aim to make post-trade communication faster, clearer and more consistent across the EU. In addition, ESMA is proposing to clarify the discretion available to investment firms and professional clients when documenting their contractual arrangements and is seeking stakeholders' views on potential amendments to the existing guidelines that could support its objective of simplification and reducing regulatory burden.

Key changes to the guidelines include:

• Reflecting the mandatory use of electronic, standardised communication channels and international messaging standards.
• Removing references to non-electronic and non-machine-readable communication methods, such as oral allocations and confirmations, except in cases of temporary technical disruptions.

Read more.

The International Organization of Securities Commissions (IOSCO) has published a consultation report on regulatory considerations and good practices on the evolution of market liquidity during the trading day for equity markets. The consultation highlights a growing concentration of trading activity at market close, driven by technological developments and trading strategies, noting that while deeper closing auctions may enhance price discovery, they may also pose risks. IOSCO therefore proposes a set of good practices aimed at supporting fair, orderly and resilient markets. This is based on the analysis of how liquidity is distributed throughout the trading day, the implications of evolving liquidity patterns and auction designs, and the effectiveness of existing regulatory and supervisory approaches. The deadline for feedback is 21 August.

In parallel, IOSCO has published a report on extended trading hours for equity markets. This report looks at how extended trading works across IOSCO jurisdictions and its benefits and risks. It finds that trading outside normal hours varies between jurisdictions and is mainly retail-driven, with limited institutional involvement. Where it exists, it is usually introduced by trading venues in response to demand. However, this is characterised by lower liquidity, wider bid-ask spreads, and different execution conditions compared to regular hours. Based on the findings, IOSCO emphasises the importance of continued monitoring and information-sharing to ensure that market integrity, operational resilience and investor protection remain central as trading practices evolve. While the report focuses on equity markets, IOSCO may explore related areas (such as asset management, valuations, risk management or derivatives) in the future.

The UK Securitisation (Overseas STS Equivalence) (European Union, Iceland, Liechtenstein and Norway) Regulations 2026 have been laid before Parliament. The Regulations introduce a permanent equivalence regime for European securitisations designated under the EU Securitisation Regulation as "simple, transparent and standardised" (STS). The effect of UK equivalence is that such securitisations benefit from preferential treatment under various UK regimes, including in relation to regulatory capital requirements. It is worth noting that there is no reciprocal recognition of UK STS securitisations.

The permanent equivalence regime will replace the existing temporary recognition regime which is due to expire on 30 June. Accordingly, the Regulations will come into force at 11:00pm on 30 June.

For those tracking this development, you may be interested to read our article on this: EU STS recognition in the UK moves from temporary to permanent.
 

The UK Financial Services Regulatory Initiatives Forum has published the tenth edition of the Regulatory Initiatives Grid, setting out the ongoing and upcoming initiatives impacting the UK financial services sector. The Grid provides an overview of the current state of play as opposed to launching new initiatives, and is also used to communicate timing updates on deliverables where relevant. The grid includes a multi-sector section which covers cross-cutting and omnibus topics such as sustainable finance and operational and financial resilience. There are further sector specific sections including in relation to: banking, credit and lending; payment services and cryptoassets; investment management; retail investment; and wholesale financial markets.

The grid includes a number of UK developments in relation to other items in this week's update, including those mentioned in the King's speech, and the prospective changes in the Financial Services and Markets Bill. Further information is detailed in those specific items covered this week. Separate press releases announcing the Grid have also been published by the UK Financial Conduct Authority and the Bank of England.

Readers are also invited to provide feedback on the Grid and its usefulness in enabling planning for regulatory initiatives and any suggested improvements.

The UK Financial Conduct Authority (FCA) has published findings from a multi firm review of credit rating agencies. The review focused on surveillance processes, credit rating methodologies and internal controls.
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On surveillance and credit rating methodologies, the FCA made findings in relation to governance, capabilities, and how the process works. While the FCA drew attention to a number of areas where good practice was well-evidenced, it highlighted areas with room for improvement, including:

• On surveillance, clearer, better-interpreted and cohesive monitoring frameworks and practices (including on an ongoing basis rather than just in terms of the minimum requirement of an annual review), better evidence of analytical capability expectations and capacity management, and more fulsome documentation of first line controls, decision-making and oversight.
• On credit rating methodologies, effective annual reviews of key components of methodologies and model types, better governance of adjustments within methodologies and models, clarification of roles and responsibilities (including for independent non-executive directors), and better documentation, feedback and oversight in relation to methodologies and models.

Read more.

The Financial Stability Board (FSB) has published a report on vulnerabilities in private credit. The FSB notes that, while private credit brings benefits such as tailored finance for companies and investor diversification, it also embeds several vulnerabilities. The report focuses on the potential vulnerabilities around bank interlinkages; borrower credit risk and opacity in valuation practices; concentration, leverage and liquidity issues; and data challenges faced by regulators when monitoring exposures. The FSB also highlights that private credit remains untested in a prolonged economic downturn and so warrants close attention.

Looking ahead, the FSB encourages regulatory authorities to: (i) address data challenges, including those related to the lack of granular fund and loan-level data and the absence of harmonised global definitions; (ii) deepen analysis of interlinkages of private credit with private equity and insurers and of liquidity mismatches in private credit funds; and (iii) share supervisory approaches on risk management and governance for banks and non-banks active in private credit, including aggregation of exposures, valuation practices and the use of private ratings.

The European Securities and Markets Authority (ESMA) has published official translations of its final guidelines on internal controls for benchmark administrators (BMAs), credit rating agencies (CRAs) and market transparency infrastructures (MTIs), which include trade repositories, data reporting services providers and securitisation repositories. They repeal and replace ESMA's previous CRA-specific internal control guidance, extend coverage to BMAs and MTIs, and update expectations to address technology-related risks and integration of new technologies. The final report was initially published by ESMA in December 2025. The guidelines will apply from 1 October.

The European Parliament's (EP) Committee on Economic and Monetary Affairs (ECON) has published a draft report (dated 28 April) on the European Commission's proposal for a Regulation amending the Sustainable Finance Disclosure Regulation (EU) 2019/2088 (SFDR), Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and repealing Commission Delegated Regulation (EU) 2022/1288. The proposal, known as SFDR 2.0, was adopted in November 2025. The report contains a draft EP legislative resolution which sets out amendments to the proposed Regulation. For more background on SFDR 2.0, particularly its impact on funds and asset managers, you may wish to read our article "SFDR 2.0 overhaul: impact of the new categories and disclosures on funds and asset managers".

ESMA has published an interim report on transaction reporting on the call for evidence on a comprehensive approach for the simplification of financial transaction reporting under the Markets in Financial Instruments Regulation (600/2014) (MiFIR), the European Market Infrastructure Regulation ((EU) No 648/2012) (EMIR), the Securities Financing Transactions Regulation ((EU) 2015/2365) (SFTR) and sectoral regulation. The report was published as part of ESMA's broader simplification and burden reduction agenda for EU reporting frameworks. The interim report provides a summary of the feedback to its June 2025 call for evidence.

Most respondents indicated that overlapping and inconsistent reporting requirements, frequent and unsynchronised regulatory changes, fragmented reporting channels and dual reporting are major drivers of cost and complexity. Further to the feedback it received, ESMA has updated the four guiding principles presented in the call for evidence. They now focus on preserving information value, decreasing overlaps, pursuing global alignment and balancing costs and benefits. The feedback has also enabled ESMA to carry out more detailed analysis on two of its proposed simplification options, namely scenario 1a (delineation by type of instrument) and scenario 2a (report once model).

The report does not yet include policy recommendations. Next steps for ESMA include further engagement with market participants, including through an open hearing on 28 May, before publishing final recommendations expected by July.

The UK Financial Conduct Authority (FCA) has published consultation paper CP26/14, setting out proposals to amend its rules on information sharing during UK equity initial public offerings (IPOs). The FCA proposes to amend its conduct of business sourcebook (COBS) to: (i) remove the mandatory seven‑day waiting period between the publication of an approved registration document or prospectus and connected research, and; (ii) repeal the related requirements mandating that syndicate banks intending to publish connected IPO research share the same information with a range of unconnected analysts, as they do with their own research analysts. The FCA considers that the current regime, introduced in 2018 to encourage the production of unconnected research and mitigate conflicts of interest, has not achieved its intended effects and has instead lengthened IPO timelines, increased costs and exposed issuers to additional market risk.

The consultation also proposes a technical correction to COBS 12.2.21R. The correction addresses an inconsistency resulting from earlier changes made to the FCA rules when the UK MiFID Organisational Regulation (on-shored Regulation 2017/565) was revoked and its requirements transferred into FCA rules.

Finally, the FCA is seeking feedback on further potential reform, and the consultation paper includes discussion questions on alternative approaches to the timing of publishing an approved prospectus or registration document in conjunction with connected research, and restrictions on pre-mandate analyst/issuer communications.

The deadline for responses is 29 May.

The UK Financial Conduct Authority (FCA) has published Handbook Notice No. 140, outlining amendments to the FCA Handbook resulting from the following statutory instruments:

• Financial Services Compensation Scheme (FSCS) (Management Expenses Levy Limit 2026/2027) Instrument 2026, entering into force on 1 April. This amends the FEES manual to reflect the approved levy cap for 2026/27.
• Short Selling Rules Sourcebook Instrument 2026, entering into force on 13 July. This introduces a new short selling sourcebook, which replaces the assimilated EU short selling regime and establishes a new UK framework.
• Individual Accountability (SMCR Review) Instrument 2026, with most changes having entered into force on 24 April while certain provisions come into force later in July and September. This implements the Phase 1 reforms of the Senior Managers and Certification Regime, aimed at improving proportionality and efficiency.

Read more.

The UK Financial Conduct Authority (FCA) has published findings from its multi‑firm review examining the impact of market soundings on market quality in UK equity capital market (ECM) transactions. The review analysed data from 63 UK equity and equity linked transactions conducted by five wholesale banks between January 2023 and June 2025. The FCA found that trading volumes fell by an average of 13% during market sounding periods but did not observe material impacts on other market quality metrics, including effective and quoted spreads and market depth. On average, 33 investors were market sounded per transaction, with one instance approaching nearly 90 recipients; however, transactions that sounded above average numbers of recipients did not meaningfully increase overall demand or oversubscription after launch.

While the FCA does not prescribe limits on the number of market sounding recipients, it notes that the risk of inside information leakage may increase as the scale or duration of a market sounding grows and suggests firms consider whether their policies and procedures adequately reflect this. The FCA will continue to engage with banks and other market participants through supervisory work. In addition, the FCA sought feedback on Article 11 of the UK Market Abuse Regulation (MAR) with some banks suggesting improvements, including closer alignment with the EU market soundings regime and reduced record keeping requirements. The FCA will consider this feedback when assessing any future changes to UK MAR.

The Bank of England (BoE) has published a consultation paper setting out its proposed fees regime for the supervision of financial market infrastructures (FMIs) for 2026/27.

Key proposals include a 3.2% reduction in UK central counterparties (CCPs) fees (excluding rulebook costs) and a 7.7% increase in UK central securities depositories (CSDs) fees to reflect work on repealing and replacing UK CSDR. The BoE intends to work with the UK Financial Conduct Authority and HM Treasury (HMT) to publish a full roadmap later this year on the repeal and replacement of UK CSDR, including a permanent regime for digital securities settlement.

In addition, the BoE proposes to maintain the UK CCP rulebook development costs, keeping the 2026/27 recovery instalment at GBP1.5 million, with any excess costs to be recovered in 2027/28. Fees for non‑UK CCPs and CSDs would be broadly unchanged, with small reductions for certain categories.

Read more.

The International Organization of Securities Commissions (IOSCO) and the Committee on Payments and Market Infrastructures (CPMI) have published a joint report setting out their findings of their level 2 assessment of the UK's implementation of the principles for financial market infrastructures (PFMI). These principles set expectations for the design and operation of key FMIs in order to enhance their safety and efficiency and, more broadly, limit systemic risk and foster transparency and financial stability. The report sets out the conclusions and recommendations of whether, and to what degree, the UK legal, regulatory and oversight frameworks applied to systemically important payment systems (PSs), central securities depositories (CSDs) and securities settlement systems (SSSs), as of 30 September 2023.

The report finds that the UK legal, regulatory and oversight frameworks for PSs are complete and consistent with all principles under the PFMI, while the UK legal, regulatory and oversight frameworks for CSDs and SSSs are complete and consistent in most aspects, with some areas for improvement where implementation was broadly or partly consistent or not consistent. For UK CSDs and SSSs that provide banking-type ancillary services, the framework was consistent with 15 principles, broadly consistent with five principles (that is, principles 9, 11, 15, 16 and 23) and not consistent with principle 10. For other UK CSDs and SSSs, additional gaps relating to principles 4 and 7 were found, where implementation was partly consistent.

Read more.

The European Securities and Markets Authority (ESMA) has launched a call for evidence on the purposes, market practices, needs and risks associated with restricted subscription and private credit ratings. In particular, ESMA seeks views on:

• The characteristics and use cases of restricted subscription and private credit ratings, including their benefits compared with publicly disclosed ratings.
• The characteristics of the parties who are contracting for restricted subscription and private credit ratings and those to whom they are disclosed or distributed.
• Evidence on whether, and to what extent, the analytical processes, governance arrangements, and internal controls applied to restricted subscription and private credit ratings are comparable to those applied to public credit ratings.

ESMA requests evidence-based responses, including quantitative information where available, as well as concrete examples drawn from market practice. The deadline for comments is 31 May. Responses will be reviewed in Q2 with a view to assessing whether specific regulatory adjustments or clarifications may be needed to enhance clarity on the application of the Credit Rating Agencies Regulation (EC) No 1060/2009.

The UK Financial Conduct Authority (FCA) has published policy statement PS26/5, setting out its new rules and final statement of policy for the UK short selling regime. In addition, the FCA published an operational guide to provide more detailed information on the operational changes required and the timeframe for implementation. This follows the introduction of the Short Selling Regulations 2025 (SSR 2025) under the Financial Services and Markets Act 2023 and the October 2025 consultation on the draft rules. The FCA has created a new Short Selling Sourcebook within its Handbook, to consolidate existing requirements and to introduce targeted changes to reduce regulatory burdens and improve market efficiency. Following consultation feedback, the FCA's final rules make further changes in the following areas to provide additional clarity and enhance its proposals:

• Removing the requirement for market makers to notify each financial instrument they want to benefit from the market maker exemption. They will only be required to submit a single "activity based" notification which will enable them to use the exemption for market making activities in any financial instrument. Market makers must also submit an "annual attestation" to demonstrate their compliance with the conditions to use the exemption.
• Considering, as part of its forthcoming review of the disclosure guidance and transparency rules (DTRs), whether the existing disclosure framework in DTR 5 could be used or adapted to require issuers to publish issued share capital specifically for short selling purposes.

Read more.

The European Securities and Markets Authority (ESMA) has published a webpage with official translations of its guidelines on the periodic information that benchmark administrators, credit rating agencies (CRAs), data reporting services providers and market transparency infrastructures must submit to ESMA. The guidelines repeal and replace ESMA's previous 2019 guidelines on the submission of periodic information by CRAs, together with its previous 2021 guidelines on periodic information and notification of material changes to be submitted to ESMA by trade repositories. The guidelines have applied since 1 January 2026. They clarify the format and frequency of the different categories of information which ESMA expects to receive in its role as supervisor, as well as harmonising and simplifying periodic reporting by these entities. The related final report was originally published in June 2025.

The European Commission (EC) has adopted two Delegated Regulations under the Market Abuse Regulation No 596/2014 (MAR) to reflect amendments introduced by the Listing Act (Regulation (EU) 2024/2809).

The first Delegated Regulation sets out requirements on the disclosure of inside information in protracted processes, including the conditions and arrangements for the delay of disclosure. Under Article 17(1) of MAR, issuers must disclose inside information as soon as possible, although Article 17(4) permits delayed disclosure in certain circumstances. The Listing Act amended this regime by excluding intermediate steps in protracted processes from disclosure, provided confidentiality is maintained, and by clarifying when disclosure may be delayed. The Delegated Regulation sets out non exhaustive lists of: (i) final events or circumstances that trigger disclosure along with the timing of such disclosure; and (ii) situations where there is a contrast between inside information whose disclosure is intended to be delayed, and the most recent public announcement or communication by the issuer or emission allowance market participant on the same subject. The Regulation will enter into force on the third day following its publication in the Official Journal of the European Union (OJ).

Read more.

The UK Financial Conduct Authority (FCA) has published Primary Market Bulletin 62. The bulletin highlights concerns about potentially manipulative investment approaches affecting micro-cap and small-cap issuers' share prices, specifically an increase in: (i) fake investor approaches, where parties pose as genuine investors and leak news of a supposed takeover or push disclosure of the approach to the market to inflate share prices; and (ii) equity fundraisings linked to pump and dump schemes, often involving the issuance of large numbers of warrant instruments. Warrants are then exercised and the shares sold at the increased share price. The FCA emphasises the importance of robust due diligence by quoted companies and their advisers before engaging with investment proposals, including verifying investor identities, assessing whether proposals are genuine and reviewing investors' track records for similar transactions.

The FCA also provides feedback from its recent reviews of sponsors' work on the modified transfers process under the UK Listing Rules, sharing observations on due diligence, sponsor judgement and compliance with eligibility requirements. The FCA states it is encouraged to see the modified transfers process being used and sponsors applying their expertise and judgement.

In addition, the FCA notes the deadline of 20 April for responding to its consultation on proposed clarificatory amendments to the Prospectus sourcebook (PRM), in chapter 5 of the FCA's Quarterly Consultation Paper No. 51.

The Bank of England (BoE) has published a feedback statement to its September 2025 discussion paper which sought views on proposed reforms to enhancing the resilience of the gilt repo market. Respondents were supportive of the objective of strengthening market resilience and broadly agreed with the BoE's assessment of market dynamics, but raised a range of concerns about the proportionality and potential negative spillovers of market wide measures.

Respondents acknowledged that greater use of central clearing could reduce systemic risks, however based on the current structure of the gilt repo market, many firms emphasised that access barriers, operational constraints and cost considerations mean central clearing is currently unfeasible or uneconomical for a large proportion of market participants. Therefore, firms would welcome innovation in this space through the introduction of cross product margining and new access models. Respondents also highlighted the potential concentration of risk arising from increased reliance on a single central counterparty, although the BoE considers much of this risk to be mitigated by existing supervisory and regulatory frameworks for central counterparties and will investigate further. Some respondents warned that the costs, and operational and legal complexities, of introducing a clearing mandate could reduce market participation and liquidity in both gilt cash and repo markets in normal conditions.

Read more.

The UK Financial Conduct Authority (FCA) has published Handbook Notice No. 139, outlining amendments to the FCA Handbook resulting from the following statutory instruments:

• Redress Reforms Instrument 2026, which partially entered into force on 17 March with the remaining provisions coming into force on 1 June. This clarifies when firms should report emerging issues to the FCA and to improve the operational efficiency of the UK Financial Ombudsman and the Financial Services Compensation Scheme by streamlining processes and reducing the operational costs ultimately met by levy-paying firms.
• Notification of Third Party Arrangements and Operational Incident Reporting Instrument which comes into force on 18 March 2027. This makes changes to the Handbook to enhance incident and third party risk management, strengthen firms' operational resilience and minimise harm.

Read more.

The European Commission (EC) has announced that it is taking action against several EU member states that have failed to notify it of measures they have adopted to transpose EU directives into their national laws. In particular, it has sent letters of formal notice to:

• Belgium, Bulgaria, Cyprus, Denmark, Estonia, Greece, Spain, France, Italy, Latvia, Luxembourg, Lithuania, Malta, the Netherlands, Poland, Portugal, Romania, Slovenia and Sweden for failing to fully transpose the European Single Access Point (ESAP) Omnibus Directive (Directive 2023/2864).
• Belgium, Bulgaria, Germany, Estonia, Ireland, Greece, Spain, France, Croatia, Cyprus, Latvia, Lithuania, Luxembourg, Malta, the Netherlands, Austria, Poland, Portugal, Romania, Slovakia, Finland and Sweden for failing to fully transpose the amending Sixth Capital Requirements Directive (Directive 2024/1619).

The member states concerned now have two months to respond, complete their transposition and notify their measures to the EC. In the absence of a satisfactory response, the EC may decide to issue a reasoned opinion.

The UK Financial Conduct Authority (FCA) has published its quarterly consultation paper No. 51, inviting feedback on proposed amendments to its Handbook. Significantly, it included a proposal to increase the clearing threshold for commodity derivatives under the UK version of the European Market Infrastructure Regulation (UK EMIR) to EUR5 billion, to ensure the threshold remains appropriate in light of higher commodity prices.

Other changes include:

• Consequential changes to the client assets sourcebook to ensure its effective application to regulated cryptoasset activities.
• Rehousing some provisions in Article 17 of the UK version of Commission Delegated Regulation (EU) 2017/587 (RTS 1) into the framework now provided by MAR 11A and tidying up provisions relating to private rights of action.
• Making targeted changes to the collective investment scheme sourcebook to reflect amendments in the 2025 Statement of Recommended Practice for authorised funds.

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The UK Financial Conduct Authority (FCA) has published Handbook Notice 138, outlining amendments to the FCA Handbook resulting from the following statutory instruments:

• Deferred Payment Credit Instrument 2026, which comes into force on 1 April, 15 July and 31 December. The instrument introduces the FCA's new regulatory regime for deferred payment credit (previously known as buy-now, pay-later (BNPL) credit).
• UK Listing Rules (Notification of Purchases) Instrument 2026, which came into force on 27 February. This instrument amends the requirements in UKLR 9.6.6R and UKLR 9.7.3R, which relate to the notification of purchases of own securities under the UK Listing Rules.
• Advice Guidance Boundary Review (Targeted Support) Instrument 2026, which introduces the framework for the new form of targeted support for consumers' pensions and retail investment decisions. The instrument came into force partially on 2 March, and the remaining provisions will come into force on 6 April, 31 December and 6 April 2027.

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The European Commission has adopted a Delegated Regulation amending the Prospectus Regulation (EU) 2019/979 to align the prospectus metadata and incorporation-by-reference framework with the reforms introduced by the Listing Act (Regulation (EU) 2024/2809).

The regulation updates the machine‑readable data required for prospectus classification to reflect the new EU Follow‑on Prospectus and EU Growth Issuance Prospectus introduced under the Listing Act. It also removes obsolete references to prospectus types that will cease to apply from 5 March, including the simplified prospectus for secondary issuances and the current EU Growth Prospectus.

Additionally, the regulation updates the list of documents that may be incorporated by reference into a prospectus. This includes documents approved or filed under the former Prospectus Directive (2003/71/EC) as well as optional pre‑issuance sustainability disclosures under the European Green Bonds Regulation (EU) 2023/2631. These changes aim to reduce issuer burden while maintaining investor protection. Most provisions will enter into force 20 days after its publication in the Official Journal of the European Union, with key operational changes (under Article 1, points (1), (2) and (4)) expected to apply from 10 July.

The UK Financial Conduct Authority (FCA) has published a statement clarifying how issuers should comply with notification requirements for new shares admitted to trading following the commencement of the Public Offers and Admissions to Trading Regulations 2024 (POATRs) on 19 January.

Under the new regime, issuers are required by the Prospectus Regime Manual (PRM 1.6.4R) to notify a Regulatory Information Service (RIS) of admissions to trading within 60 days. However, this sits alongside existing UK Listing Rules (UKLR) which require issuers to announce "as soon as possible" the results of new issues or public offers of equity securities. This creates uncertainty, particularly for issuers that previously relied on an exemption under the block listing regime, which had allowed issuers who regularly issue new listed shares to make periodic (rather than transaction-by-transaction) disclosures. Before the introduction of the POATRs changes, this rule (at UKLR 6.4.4R(4)) included a carve-out for block listings of securities. However, on 19 January the rule was amended so that the carve-out was removed.

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The European Securities and Markets Authority (ESMA) has published a statement providing practical guidance to national competent authorities (NCAs), issuers and their advisers on the application of the revised Prospectus Regulation (PR) introduced by the EU Listing Act. ESMA clarifies that under the transitional regime in Article 48a of the PR, registration documents and universal registration documents approved or filed up to 4 June fall within scope of the regime and may continue to be used in prospectuses for the duration of their validity period. ESMA notes that these documents will need to continue to be kept up to date via supplements and amendments as the version of the PR in force on the approval or filing of the documents will continue to apply to them.

ESMA also offers guidance on the disclosure to be included in EU Follow-on prospectuses and EU Growth issuance prospectuses pending the application of the forthcoming Delegated Act amending Commission Delegated Regulation (EU) 2019/980. ESMA expects NCAs to follow the approach outlined in the statement, enabling issuers and advisers to rely on the guidance.

The UK Financial Conduct Authority (FCA) and the UK Prudential Regulation Authority (PRA) have published consultation papers on phase 2 of the UK reforms to the securitisation framework. As a high-level overview, the FCA and PRA consultations primarily concern further changes to non-prudential securitisation rules in the relevant rulebooks.

These include rules in relation to:

• Due diligence.
• Transparency, including changes to UK reporting templates.
• Risk retention, including "L-shaped" risk retention.
• Credit granting standards.
• Notification in respect of simple, transparency and standardised securitisations.
• The ability to invest in certain re-securitisations.

The FCA's consultation paper, CP26/6, further contains a discussion paper on the scope of application of the securitisation rules. The PRA's consultation paper, CP2/26, also contains proposals on the prudential treatment (including an additional internal ratings based capital model treatment) for loans benefiting from the mortgage guarantee scheme or similar private schemes, and also disapplying certain transparency and reporting requirements for such securitisations.HM Treasury has separately confirmed that it will work with the FCA and the PRA on any legislative changes it considers necessary, which will be included in its forthcoming statutory instrument to be laid before Parliament.

The deadline for responses to both consultation papers is 18 May.

The European Commission (EC) has launched a call for evidence and consultation seeking views on its planned evaluation and potential review of the Shareholder Rights Directive (Directive 2007/36/EC, as amended by Directive (EU) 2017/828) (SRD). The SRD aims to protect and empower shareholders of listed companies by ensuring they have a say in the companies they invest in, and that their interests are represented and respected. The EC's initiative seeks to reduce fragmentation across EU capital markets and tackle longstanding inefficiencies, administrative burdens and financial costs faced by issuers, investors and intermediaries. The review is framed around potential simplification, digitalisation and streamlining measures to improve the functioning of the single market.

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The International Organization of Securities Commissions (IOSCO) has published its 2026 work programme , setting out its five strategic priorities for the year:

• Strengthening financial resilience and market effectiveness – new key initiatives in this field for 2026 include: (i) addressing over-the-counter derivatives reporting fragmentation; (ii) working on the impact of market microstructures on liquidity and of extended trading hours on equity trading venues; (iii) contributing to the Financial Stability Board's (FSB) work on issues of non-bank data availability, use and quality; and (iv) contributing, as necessary, to follow-up work on the issue of leverage in non-bank financial intermediation (NBFI). IOSCO will also continue to develop work to strengthen the operational resilience of financial market infrastructures (FMIs).
• Enhancing investor protection – IOSCO will launch a new TechSprint in partnership with the UK Financial Conduct Authority's AI Lab and will explore products such as cryptoasset funds, private credit vehicles and retail-facing derivatives. IOSCO will also continue to engage with platform providers to advocate for restrictions on harmful or fraudulent content and to promote the use of its I-SCAN tool (its Enhanced Investor Alerts Portal).
• The evolution of public and private markets – key initiatives in this field include assessing the growing interconnectedness between private equity activities and the audit sector, contributing to the FSB's deep dive on private credit and researching the functioning of public equity markets.

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The Financial Stability Board (FSB) has published a report highlighting vulnerabilities in government bond-backed repurchase agreement (repo) markets with recommendations for authorities to address them. The FSB explains that although repo markets are essential for short term funding, collateral sourcing and liquidity management across the financial system, their structure can also amplify systemic risk. Identified vulnerabilities include: (i) facilitating the build-up of leverage in the financial system; (ii) the potential for heightened demand and supply imbalances during periods of stress, particularly if repo lenders are unwilling or unable to provide funding to meet spikes in liquidity demand; and (iii) high concentrations across various dimensions, which could lead to market disruptions in the event of failures.

The measures suggested in response include closing data gaps, strengthening surveillance capabilities and considering the FSB's recommendations on leverage in non-bank financial intermediation (NBFI) and the Global Securities Financing Transactions exercise, as well as other relevant international standards, to address vulnerabilities related to liquidity imbalances and leverage.

The UK Financial Conduct Authority (FCA) has updated its webpage on T+1 settlement to set out actions it expects firms to take this year to update their systems and processes, and test those changes by year-end. This includes implementing and testing changes to operational systems and processes, agreements with third party providers and counterparty arrangements. The FCA also advises firms to implement appropriate automation to increase processing capacity, support quicker settlement and strengthen resilience during periods of high volumes or market stress. In parallel, the T+1 Accelerated Settlement Taskforce has published a final quarterly review of 2025, including updates on readiness and the path ahead in 2026.

The European Securities and Markets Authority has published its second thematic note on clear, fair and not misleading sustainability-related claims in relation to environmental, social and governance (ESG) strategies. This note forms part of a broader thematic study to address greenwashing risks in support of sustainable investments and follows ESMA's first note on ESG credentials. The purpose of these notes are to provide market participants with information and build on observed market practices. As with the first note, this second note sets out four principles for making sustainability claims. In summary, claims should be: (i) accurate; (ii) based on accessible information; (iii) substantiated; and (iv) up to date. The note follows a similar format to the first, including practical "do's and don'ts" and examples of good and poor practice. It focuses on ESG integration, exclusions and strategies. While these notes do not create new disclosure requirements, they are intended to guide market participants on ensuring that communications, including non-regulatory oral and written communications, and those aimed at retail investors, are clear, fair and not misleading.

The UK Financial Conduct Authority has (FCA) published Primary Market Bulletin 61 (PMB 61), outlining proposed changes to the FCA Knowledge Base in preparation for the incoming Public Offers and Admissions to Trading Regulations (POATRs) regime, taking effect on 19 January. The Knowledge Base contains the FCA's technical guidance (comprising technical and procedural notes) on primary markets regulatory topics relating to listing, prospectuses, disclosure and transparency.

The new POATRs regime reforms the current UK Prospectus regime (which was inherited from the EU) in three fundamental ways: it creates a prohibition-and-exceptions model for public offers; greater rule-making flexibility for the FCA on admission to trading; and targeted recalibration of liability and disclosure to facilitate efficient issuance. Due to the extensive changes being brought in by the regime, the FCA is required to update its technical guidance and make other changes to its Knowledge Base. The FCA consulted on these changes in October, in PMB 58.

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The Council of the EU and the European Parliament (EP) have reached a provisional political agreement on an updated retail investment strategy package to empower and protect consumers and increase competitiveness in the EU's financial markets. The package takes the form of a directive containing targeted amendments to a number of other EU directives in the area of financial services such as the Markets In Financial Instruments Directive (MIFID), the Solvency II Directive, the Directive For Undertakings For Collective Investment In Transferable Securities (UCITS) and the Alternative Investment And Managers Directive (AIFMD), and a regulation amending the Packaged Retail And Insurance-Based Investment Products (PRIIPs Regulation).

The Council of the EU and EP confirm that agreement has been reached in the following areas:

• Value for money – firms must identify and quantify all costs borne by investors related to the investment products they advise. Products failing to offer value for money should not be released onto the market and sold to retail customers, and who should be able to compare investment products' costs, charges, performance and non-financial benefits.
• Inducements – a new test will be introduced to ensure firms act in the clients' best interests, enabling them to distinguish inducements from other fees.

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HM Treasury (HMT) has launched its consultation on the repeal and replacement of the UK Benchmarks Regulation (UK BMR), which would replace the UK BMR regime with a new Specified Authorised Benchmark Regime. The new regime would focus regulatory oversight on benchmarks and administrators that may pose systemic risks to UK markets, removing the current obligation for authorised firms to use benchmarks on the FCA register.

HMT would designate benchmarks and administrators as "specified", taking advice from the UK Financial Conduct Authority (FCA), and publish those designations; the FCA would then set and consult on firm‑facing requirements. The consultation does not propose any voluntary opt-in regime. The scope of the regime would depend on whether benchmarks and administrators satisfied criteria which would be set in legislation.

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The European Securities Markets Authority and the New Zealand Financial Markets Authority (FMA) have published a Memorandum of Understanding (MoU) establishing cooperation arrangements under the Benchmarks Regulation (BMR). This follows Implementing Decision (EU) 2025/2197, published in the Official Journal of the European Union in October, which grants equivalence to New Zealand's legal and supervisory framework for benchmarks. The MoU sets out mechanisms for the exchange of information, including prompt notifications of breaches and with procedures concerning the coordination of supervisory activities, including on-site inspections in exceptional cases. While ESMA does not have direct supervisory powers over New Zealand administrators, it relies on the FMA's enforcement capabilities and commits to ongoing cooperation to ensure compliance with BMR-equivalent standards.

The European Commission (EC) has launched a consultation on a draft act amending the Delegated Regulation (EU) 2016/522 under the Market Abuse Regulation (MAR). The amendment delivers on two separate actions. The first is the EC mandate to adopt a delegated act establishing a list of designated trading venues that have a significant cross-border dimension for the purposes of exchanging order data in relation to certain financial instruments. This derives from changes to MAR made by the EU Listing Act package, which introduced a new requirement (Article 25a) for national competent authorities to establish a mechanism to allow such exchange of order data and a Commission mandate to produce a list of designated venues.

The second is the EC empowerment to clarify indicators of market manipulation (Article 12(5)). The draft act accordingly amends Delegated Regulation (EU) 2016/522 and (i) establishes a list of trading venues with a significant cross-border dimension by inserting a new Annex III, and (ii) updates the existing Annex II to clarify indicators of market manipulation in light of technical developments such as algorithmic trading. The mechanism will be operational in two stages: by 5 June 2026 for share; and by 5 June 2028 for bonds and futures. The draft follows ESMA's technical advice consulted on in December 2024 and is intended to strengthen authorities' ability to detect and enforce market abuse in an increasingly complex trading environment. The deadline for comments is 14 January 2026.

The UK Financial Conduct Authority (FCA) has published an engagement paper launching a review of market risk capital requirements for FCA investment firms. The IFPR sets specific prudential requirements for FCA investment firms, including rules on how much capital they must hold to cover potential losses from investments. These requirements are currently based on the UK Capital Requirements Regulation (UK CRR), which was originally designed for banks. The FCA notes that the harm caused by an investment firm failing may be less than that of a bank, suggesting scope for more proportionate capital rules.

The review will focus primarily on the current requirements in the FCA's prudential MIFIDPRU sourcebook specifically sections 4.11 (trading book and dealing on own account: general provisions), 4.12 (K-NPR requirement), and 4.13 (K-CMG requirement), as well as the corresponding sections of the UK CRR as it stood on 31 December 2021.

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The European Securities Markets Authority (ESMA) has issued a public statement outlining transitional provisions under the Benchmark Regulation (BMR) review. Benchmarks provided by third-country administrators that apply for recognition or endorsement by 31 December may continue to be used in the EU unless ESMA refuses the application. ESMA has also confirmed that administrators already listed in the BMR register as authorised, registered, recognised, or endorsing will retain their status until 30 September 2026 and will not need to reapply, provided they remain within the scope of the revised BMR on or before such date. ESMA or competent authorities have until 30 September 2026 to designate as significant a benchmark provided by an administrator that was included in the register on 31 December 2025.

The European Banking Authority (EBA) has published its final report on draft regulatory technical standards (RTS) on the threshold of activity at which designated credit institutions and central securities depositories (CSDs) providing 'banking-type ancillary services' to a designating CSD must comply with the prudential risk management requirements set out in Articles 54(4) and 54(4a) of the Central Securities Depositories Regulation (CSDR). Banking-type ancillary services include activities such as providing cash accounts to, and accepting deposits from, participants in a securities settlement system, and payment services involving the processing of cash and foreign exchange transactions. The draft RTS were consulted on in March, following which, only minimal changes have been made.

Key provisions in the draft RTS include: (i) a minimum threshold set at EUR3.75 billion and 1.5% of annual settlement volume, while the maximum threshold is EUR6.25bn and 2.5% of annual settlement volume; (ii) introducing a dynamic threshold that adjusts according to the risk profile of both the designating CSD and the designated credit institution, with a corresponding increase in prudential and risk management requirements as activity levels rise; and (iii) accompanying risk management and prudential measures which are proportionate to the threshold.

The European Parliament's Committee on Economic and Monetary Affairs (ECON) has published two draft reports following the European Commission's (EC) securitisation package (adopted in June) which aims to strengthen and simplify the EU securitisation framework. The first report proposes amendments to the EC's legislative proposal for a Regulation amending the Capital Requirements Regulation (CRR) as regards requirements for securitisation exposures. While supportive of the EC's objectives, the rapporteur is concerned that the proposal may not fully achieve them, particularly where the primary aim should be to ensure greater risk adequacy within the regulatory framework. The report notes that introducing the concept of "resilient positions" introduces additional complexity and may hinder market development. The rapporteur therefore recommends several simplifications for synthetic securitisations and the removal of the resilient concept for traditional securitisations, where instead, the well-established simple, transparent and standardised (STS) category should be reinforced, and all STS senior tranches of traditional securitisations should be treated as "resilient".

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