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FCA Updates Change of Control Webpages

On October 14, the Financial Conduct Authority (FCA) published new and updated change of control webpages, including a new page on preparing change of control notifications, and a new page with links to the forms required to submit a notification for a change of control.

The FCA noted that firms sometimes submit a business plan along with their change of control notification, and the new webpages also include a business plan template with the FCA’s guidance on areas where it believes such business plans should be more detailed. The template is:

  • Business to be undertaken: explain how the business will be run going forward and any planned changes to the regulated activities and strategy of the target firm(s). The FCA also expects to see complete projected financials that explain how controller applicants will maintain the firm’s minimum capital requirements.

  • Governance: provide an overview of the firm’s governance arrangements, including board composition and any board sub-committees.

  • Staff: include an organization chart showing key staff and roles, including all controllers and close links, what business they conduct and whether they are regulated. Explain the rationale for the appointment and suitability of members of the governing board, the compliance officer and other approved persons. Describe the background and experience of those individuals performing significant influence controlled functions, such as directors or senior managers.

  • Outsourcing: consider whether there are any areas of the business that are going to be outsourced and how this will be overseen.

  • Systems and controls and risk management: consider how the firm will identify and manage conduct risks. Provide an overview of the firm’s financial crime controls, anti-money laundering (AML) procedures and due diligence processes.

The new webpages are available here.

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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...

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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. 

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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...

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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...

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