Legal and regulatory developments in Equity Capital Markets 2019

Legal and regulatory developments in Equity Capital Markets 2019

Background and approach

This review looks at legal and regulatory developments in the sphere of equity capital markets (ECM) in 2019 and forms part of our annual trend report which aims to provide insight into the current dynamics of ECM activity in the UK.

The other parts of our 2019 trend report comprise:

•             IPOs in 2019—Main Market and AIM

•             Secondary Offers in 2019—Main Market and AIM

•             Standard listings in 2019

•             Risk factor disclosure in 2019 IPOs



The UK entered an implementation period on 31 January 2020 during which existing EU laws continue to apply to the UK.

The listing, prospectus and transparency regimes that apply in the UK (and are largely derived from EU law) continue to apply in the implementation period in the same way as before Brexit. However, UK representatives will no longer be permitted to participate in EU institutions and other bodies. The Financial Conduct Authority (FCA) is therefore no longer a member of any of the European Securities and Markets Authority (ESMA) regulatory bodies.

The raft of statutory instruments (SIs) adopted to deal with a no deal Brexit have been amended by paragraph 1 of Schedule 5 to the European Union (Withdrawal Agreement) Act 2020 to defer the implementation of their provisions from exit day until the end of the implementation period (IP completion day).

In summary, the main impact on the UK listing and prospectus regime at the end of the implementation period in the event of no future relationship agreement between the UK and the EU will be as follows:

•             ‘Passporting’ of prospectuses: passporting between the UK and the EEA will no longer be possible. The UK has provided for transitional provisions (in Regulation 73 of The Official Listing of Securities, Prospectus and Transparency (Amendment etc) (EU Exit) Regulations 2019) so that prospectuses passported into the

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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.