August 14, 2020

Volume X, Number 227

August 14, 2020

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CORPORATE & FINANCIAL WEEKLY DIGEST - April 3, 2020

FCA Updates Statement on Short Selling Bans and Reporting During the Covid-19 Pandemic

On March 31, the UK’s Financial Conduct Authority (FCA) published an updated version of its statement on short selling bans and reporting (the Statement).

In the Statement, the FCA notes the European Securities Markets Authority’s (ESMA) decision issued on March 16, to temporarily amend the threshold for notifying net short positions to EU financial regulators under the Short Selling Regulation (SSR) from 0.2 percent of issued share capital to 0.1 percent. For further information on the original statement, the earlier advisory prepared by Katten is available here.

The FCA also confirms that the system changes required by ESMA’s decision have been made in the UK. From April 6 (the Notification Date), the FCA can receive notifications at the lower threshold. The Statement also notes that firms are not required to amend and resubmit notifications submitted to the FCA between March 16 and April 3.

The FCA requests that firms make best effort to report at the lower threshold from the Notification Date. However, the FCA acknowledges that it may not be possible for certain firms to amend their systems by the Notification Date. If this is the case, these firms should contact the FCA at PMU@fca.org.uk

The Statement notes that the new reporting obligation will apply to shares for which the FCA is the relevant financial regulator and not to exempted shares where the principal venue for the trading of the shares is located outside the EU.

The Statement is available here.

FCA Updates Webpage on the Directory of Certified and Assessed Persons

On March 25, the UK’s Financial Conduct Authority (FCA) updated its webpage on its directory of certified and assessed persons in light of the Covid-19 pandemic (the Webpage).

Under the senior managers and certification regime, the FCA will publish and maintain a directory of certified and assessed persons on the Financial Services Register (FS register) for consumers and professionals to check the details of key individuals working in financial services. The publication of such directory was originally due by the end of March. As a result of the impact of the Covid-19 pandemic, the FCA has introduced a delay to the publication of the directory of certified and assessed persons for at least a month. The timing of the directory’s launch is now under review, and the FCA will provide further updates on the Webpage.

The Webpage sets out the deadlines for submitting certified and assessed persons information. Solo-regulated firms must submit their data by December 9 and banks, building societies, credit unions and insurance companies should have submitted their data on March 9. Dual regulated firms can either regularly update their certified and assessed persons data as changes occur, or they can wait and provide a bulk update once the new launch date is confirmed.

The Webpage also sets out information to assist firms with submitting their directory of certified and assessed persons to the FCA.

The Webpage is available here.

FCA Outlines Financial Resilience Expectations for FCA Solo-Regulated Firms During Covid-19 Pandemic

On March 26, the UK’s Financial Conduct Authority (FCA) published a statement on its expectations of FCA solo-regulated firms in light of the Covid-19 pandemic (the Statement).

At the beginning of the Statement, the FCA clarifies that it will provide flexibility to these regulated firms so that they can continue to operate. For instance, the FCA notes that those firms who have been set capital and liquidity buffers may use them now.

The FCA also notes that firms should ensure the sound management of their financial resources and may consider accepting government schemes to help them meet their debts through this period. If a firm needs to exit the market, it should consider how this may be done in an orderly way while taking steps to reduce any potential harm to consumers and markets. If a firm encounters challenges in meeting its capital requirements or its debts, it should contact its FCA supervisor with a plan for the immediate future.

In the Statement, the FCA notes that prudentially regulated firms should consider the Prudential Regulation Authority requirements and discuss their concerns with them. Those firms should also notify the FCA of any significant developments.

The Statement is available here.

FCA Publishes Statement on Delays to Audited Annual Financial Reports

On March 26, the UK’s Financial Conduct Authority (FCA) published a statement of policy announcing temporary relief to listed companies that are required to publish audited annual financial reports pursuant to DTR 4.1 (the Statement).

The Statement confirms that listed companies will have six months from their year-end to publish their audited financial statements instead of the usual four. In the Statement, the FCA strongly recommends that listed companies review all elements of their timetables for publication of financial information in order to make appropriate use of the time available within regulatory deadlines to ensure accurate and carefully prepared disclosures. The FCA then urges market participants not to draw undue adverse inferences when companies make use of the extra time provided under this temporary delay.

In connection with the Statement, on March 21 the FCA published a statement requesting companies observe a moratorium of at least two weeks on the publication of their preliminary statements of account. The FCA confirmed that they were in talks with the Financial Reporting Council and Prudential Regulation Authority on a package of relief measures. On March 26, the FCA confirmed that the moratorium period ends on April 5.

The Statement is available here.

The FCA has also published a Q&A on the duration scope and applicability of this temporary relief, available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 94

TRENDING LEGAL ANALYSIS


About this Author

John Ahern, Financial Attorney, London, Katten Law Firm
Partner

John Ahern, partner at Katten Muchin Rosenman UK LLP and head of the London Financial Services group, focuses his practice on banking, financial services, UK and European financial markets, and related regulations. His background in private practice and as in-house counsel at a global investment bank provides him with perspective on the unique regulatory issues facing the wholesale and private banking sectors. John advises multilateral trading facilities, broker-dealers and banks on trading, clearing and settlement as well as custody of securities—both physical and...

+44 (0) 20 7770 5253
Carolyn H. Jackson, International Attorney, Katten Muchin law firm
Partner

Carolyn Jackson is a partner in Katten Muchin Rosenman UK LLP and is a Registered Foreign Lawyer. She provides US financial regulatory legal advice to a broad range of market participants, including commercial banks, investment banks, investment managers, broker-dealers, electronic trading platforms, clearinghouses, trade associations and over-the-counter derivatives service providers.

Carolyn guides clients in the structuring and offering of complex securities, commodities and derivatives transactions and in complying with US securities and commodities laws and regulations. 

+44 0 20 7776 7625
Nathaniel Lalone, Katten Muchin Law Firm, Financial Institutions Attorney
Senior Associate

Nathaniel Lalone, a partner at Katten Muchin Rosenman UK LLP, has a broad range of experience in the regulation of financial products and financial markets, and frequently provides regulatory and compliance advice to trading venues, clearing houses and buy-side firms active in the over-the-counter (OTC) derivatives, futures and securities markets. He is actively involved in advising clients on the implementation of MiFID 2 and MiFIR in the European Union as well as the international reach of US financial services regulation. He also has significant experience with structuring...

+44 0 20 7776 7629
Neil Robson, private equity fund managers counselor, Katten Law Firm, London
Partner

Neil Robson, a regulatory and compliance partner with Katten Muchin Rosenman LLP, focuses his practice on counseling hedge and private equity fund managers and other investment advisers on operational, regulatory and compliance issues. He regularly addresses Financial Conduct Authority (FCA) and EU authorization and compliance under both the EU Alternative Investment Fund Managers Directive (AIFM Directive) and MiFID, cross-border issues in the financial services sector, market abuse, anti-money laundering and regulatory capital requirements, formations and buyouts of...

44-0-20-7776-7666