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PRACTICE NOTES
The UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules, there is no requirement to seek prior clearance—it is up to the merging parties to decide whether or not to notify the CMA. However, if a transaction is not notified, there is a risk that the Competition and Markets Authority (CMA) may still investigate and may, ultimately, order the disposal of the acquired business (or other businesses or assets). Once started, a merger investigation follows a set process with strict timings: • all investigations are subject to a phase 1 investigation—the CMA has 40 working days to issue its decision on whether a merger raises competition concerns and meets the test for referral for a phase 2 investigation, and • where the CMA has concerns that it will restrict competition and the parties do not offer suitable remedies (called undertakings in lieu) that are accepted by the CMA, an in-depth phase 2 investigation will be carried out by the CMA (albeit with an independent Inquiry
NEWS
Energy analysis: On 5 February 2026, the Department for Energy Security and Net Zero (‘DESNZ’) launched a longawaited consultation (the ‘Consultation’) on policy and support for the non-pipeline transportation of CO₂ (‘NPT’), which represents the first step in the development of NPT policy in the UK since DESNZ’s publication of its Summary of Responses to the Call for Evidence (‘CfE’) on NPT in 2024. This follows the successful financial close of the UK’s two fully-integrated pipeline-based CCUS clusters (the Northern Endurance Partnership, part of the expanding East Coast Cluster, in 2024 and HyNet in 2025), following which the UK is looking to broaden its CCUS industry to capture a more diverse range of projects (which include NPT and unsupported, merchant projects). It also comes at a time when other European countries (Norway, Denmark, and Sweden) have started to implement their own NPT models for deployment of CCUS, which given the ability of NPT to help facilitate the cross-border movement and storage of CO₂ brings the UK’s relative lack of movement on this policy area into sharp focus. The Consultation closes on 1 May 2026 The key areas for CCUS stakeholders to consider in their potential responses are highlighted in this piece, written by Dalia Majumder-Russell, partner and Edward Longden, associate at CMS.
PRACTICE NOTES
The UK is a party to the international nuclear liabilities regime established by the 1960 Paris Convention and its subsequent amendment agreements. These international obligations are implemented by the Nuclear Installations Act 1965 (NuIA 1965), as amended by various primary and secondary legislation to reflect Convention amendments and UK policy choices within the permitted parameters. In particular, the Energy Act 2023 (EnA 2023) amended the NuIA 1965 to implement the Convention on Supplementary Compensation (CSC). The EnA 2023 also gives the Secretary of State power to make regulations to implement the CSC or otherwise for the purposes of dealing with matters related to, or arising out of, the CSC. This Practice Note summarises the evolution of UK nuclear liability law and discusses the changes brought about by the EnA 2023 to the NuIA 1965. What is the international treaty background to the UK nuclear liabilities regime? 1960 Paris Convention The UK signed the Paris Convention on 29 July 1960, ratified it on 23 February 1966, and the Convention came into force on 1 April 1968. The Paris Convention
PRACTICE NOTES
Forthcoming Change—reform of the UK AIFM regime On 14 July 2026, HM Treasury and the FCA published a co-ordinated package of proposals to reform the UK AIFM regime, including draft regulations to replace the Alternative Investment Fund Managers Regulations 2013 and FCA proposals in CP26/28 for a proportionate three-tier regime for small, medium and large AIFMs; related consultations cover fund reporting and remuneration. Subject to consultation responses, HM Treasury expects to lay the legislation and the FCA aims to publish final Handbook rules in 2027, with implementation of the reformed AIFM and asset management reporting regimes planned for 2028. For more information, see Practice Note: Reform of the UK AIFM regime. This Practice Note provides an overview of the private equity market in the UK, including the regulation of private equity fund managers, the typical legal structures used for funds and key industry bodies. It is intended as an introduction to those who are new to the private equity sector. What is private equity? Private equity (PE) is the provision of medium- to
PRACTICE NOTES
This Practice Note gives an overview of the regulatory regime for public offers and admissions to trading of securities in the UK which came into effect on 19 January 2026, replacing the previous EU law-derived regime. It summarises the rules governing public offers and admissions to trading, prospectus requirements, prospectus liability and related penalties under the new framework. Regulatory framework On 19 January 2026, a new regulatory framework for public offers and admissions to trading came into effect in the UK, revoking: • Assimilated Regulation (EU) 2017/1129 (the UK Prospectus Regulation) and related delegated regulations • certain parts of Part 6 of the Financial Services and Markets Act 2000 (FSMA 2000) that deal with when a prospectus is required and prospectus liability, and • the Financial Conduct Authority’s (FCA) Prospectus Regulation Rules (PRR) sourcebook The new regulatory framework is set out in: • The Public Offers and Admissions To Trading Regulations 2024, SI 2024/105 (the POATRs), and • a new FCA sourcebook—The Prospectus Rules: Admission to Trading on a Regulated Market (PRM) Prohibition
PRACTICE NOTES
Scope of this Practice Note This Practice Note focuses on the UK regulatory issues faced by crowdfunding platforms from a financial services perspective. It should be read in conjunction with the Financial Services and Markets Act 2000 (FSMA 2000), secondary legislation and regulatory rules and guidance, such as provisions in the Financial Conduct Authority (FCA) Handbook and the FCA’s webpage dealing with crowdfunding. This Practice Note also briefly discusses the initiatives taken at EU level in relation to the regulation of crowdfunding which is discussed further in Practice Note EU Regulation of crowdfunding—the ECSP Regulation and the MiFID II Crowdfunding Directive. Crowdfunding (sometimes called 'crowd sourcing' or 'crowd financing') works on the premise that persons seeking funding, such as entrepreneurs, showcase projects or companies on an internet platform and members of the public provide funding through the platform. There is no limit to the amount of individual contribution but, unlike more established methods of fundraising, many platforms permit participants to contribute as little as £10. Typically the entrepreneur will be required to specify
PRACTICE NOTES
Background to this Practice Note The term ‘digital asset’ is defined in the Law Commission’s Digital Assets: Consultation paper as meaning any asset that is represented digitally or electronically. There are many different types of digital assets and include cryptoassets and stablecoins. The term ‘cryptoasset’ is defined in the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, SI 2017/692 (MLRs 2017) (as amended) as meaning cryptographically secured digital representations of value or contractual rights that use some type of distributed ledger technology (DLT) and can be transferred, stored or traded electronically. In consultation paperCP19/3: Guidance on cryptoassets, the FCA recognised three broad categories of cryptoassets: • ‘exchange’ tokens—the FCA stated that exchange tokens are used in a way similar to traditional fiat currency. However, while exchange tokens can be used as a means of exchange, they are not currently recognised as legal tender in the UK, and they are not considered to be a currency or money • ‘user’ or ‘pure utility’ tokens—utility
PRACTICE NOTES
This Practice Note sets out the UK’s regulatory framework for electronic communications, also known as telecommunications (telecoms), addressing the question of which services are regulated and, if so, what regulation applies. In the UK, the regulatory regime is primarily based on the Communications Act 2003 (CA 2003), the Wireless Telegraphy Act 2006 (WTA 2006), Ofcom’s General Conditions of Entitlement (General Conditions), and Ofcom’s associated regulatory functions and powers. This Practice Note sets out these key elements of regulation and explains how and when they apply. Other regulatory regimes may impact the telecoms industry, including general consumer and competition law regulation. However, the focus of this Practice Note is the telecoms regulatory regime. For general guidance on other regimes mentioned above, see: • UK competition regime—overview • Data protection regime—overview • Cybersecurity, threats and risk management—overview • Consumer remedies and enforcement—overview Summary of the regulatory framework CA 2003 implemented in the UK several EU laws which were designed to harmonise telecoms regulation across the EU. It also acts as the source for
PRACTICE NOTES
This Practice Note explains the UK financial sanctions and trade sanctions regime under the Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018). This regime was implemented to ensure the UK has a robust domestic sanctions regime post-Brexit which enables the UK to impose financial sanctions, director disqualification sanctions, immigration sanctions, trade sanctions, aircraft sanctions, shipping sanctions and other sanctions needed to comply with UN sanctions obligations. What is the background to the UK’s domestic sanctions regime? ‘Sanctions’ is the term used for a range of measures designed to have an adverse impact on foreign countries or designated persons (individuals or corporate bodies) for one or more specified purposes (often foreign policy, sometimes counter-terrorism). The measures apply prohibitions and requirements on the targets directly, but also on third parties who trade or otherwise deal with them. For detailed guidance, see Practice Note: International sanctions—an introductory guide—What are sanctions? Historically, most of the UK’s sanctions regimes came from the European Union (EU), in the form of EU Regulations that have direct effect
PRACTICE NOTES
STOP PRESS: On 17 February 2026, the FCA and PRA published consultation papers: CP26/6 (Rules for reforming the UK Securitisation Framework) and CP2/26 (Reforms to securitisation requirements), respectively on proposed reforms to the UK securitisation framework. The proposals relate to, among other things, simplifying due diligence requirements and streamlining transparency requirements. The deadline for responses to both consultations was 18 May 2026. The FCA proposes to make final rules in H2 2026. The PRA proposes that the implementation date for changes resulting from its the consultation will be Q2 2027. This Practice Note explains the legislative and regulatory framework for securitisations in the UK. The UK securitisation regime—background and legislative and regulatory framework Repeal of the UK Securitisation Regulation On 1 November 2024, the assimilated EU Securitisation Regulation (EU) 2017/2402 (the UK Securitisation Regulation), ceased to apply in the UK and Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) rules for securitisation, introduced as part of the government’s wider ‘Smarter Regulatory Framework’, came into force. For information on the UK Securitisation Regulation,
PRACTICE NOTES
This Practice Note summarises the regulatory framework for securitisations in the UK effective from 1 November 2024. For a detailed look at the regime, and key changes from the previous regime based on Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation), see Practice Note: The UK securitisation regime—essentials. The UK securitisation regime is primarily set out in the Securitisation Regulations 2024, Financial Conduct Authority (FCA) rules and Prudential Regulation Authority (PRA) rules. Securitisation Regulations 2024 The Securitisation Regulations 2024, SI 2024/102 were made on 29 January 2024 (and further amended by the Securitisation (Amendment) Regulations 2024, SI 2024/705, made on 22 May 2024). Securitisation Regulations 2024, SI 2024/102 established a new legislative framework under which the financial services regulators will make rules on the requirements applicable to securitisations. The framework came into
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. One of the features of the UK employment income tax rules has long been to afford certain tax advantages to UK resident but non-UK domiciled employees who are able to structure their employment arrangements in a particular way. An employee who is both UK resident and UK domiciled for tax purposes will be taxed on their worldwide income under UK domestic law. This is irrespective of who their employer is and where they perform the duties of their employment. However, an employee who is UK resident but not UK domiciled, and who claims the remittance basis of taxation for a particular tax year, will only be taxed on ‘chargeable overseas earnings’ for a tax year to the extent that those earnings are remitted to the UK. For background details on the meaning of domicile and the remittance basis, see: Domicile and remittance subtopic. Earnings from an employment will be ‘overseas earnings’ if: • the remittance basis