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PRACTICE NOTES
Short selling is the practice of selling a security that is borrowed or not owned by the seller with the intention of buying it back later at a lower price to make a profit. This Practice Note summarises the key provisions of the UK regime as established by the Short Selling Regulations 2025 (SI 2025/29) and set out in the Financial Conduct Authority (FCA)’s Short Selling Rules sourcebook (FCA SSR). The UK short selling regime—background and purpose The Short Selling Regulations 2025 (SSR 2025) replace the assimilated UK Short Selling Regulation (UK SSR) and establish a legislative framework for the regulation of short selling in the UK. For information on the UK SSR, see Practice Note: The UK Short Selling Regulation [Archived]. The SSR 2025 regime operates under the Financial Services and Markets Act 2023 (FSMA 2023) as a designated activities regime. It provides a high-level legislative framework while granting the FCA broad rule-making powers to determine the detailed requirements applicable to market participants. The core regulatory objectives of the regime remain broadly
CHECKLISTS
This checklist explains the reporting requirements under the new UK short selling regime. For more information on the new UK short selling regime, see Practice Note: The new UK short selling regime. Background The Short Selling Regulations 2025 (SI 2025/29) replace the assimilated UK Short Selling Regulation and establishes a new legislative framework for the regulation of short selling in the UK. The new regime: • creates designated activities for short selling under FSMA 2000 • grants broad rulemaking powers to the Financial Conduct Authority (FCA) • retains core transparency requirements but allows greater FCA flexibility, and • provides the FCA with intervention powers in exceptional circumstances The FCA published its final rules in April 2026. The FCA rules, contained in a new Short Selling Rules sourcebook (SSR), come into effect on 13 July 2026 and, alongside the Short Selling Regulations 2025, comprise the new UK regime for the regulation of short selling. When does the UK short selling regime apply? The UK short selling regime applies to market participants undertaking short selling of shares that
NEWS
Immigration analysis: The Prime Minister has announced the introduction of a digital identity scheme to be rolled out across the UK. Framed as both an immigration control measure and an administrative reform, the Prime Minister stated that the new system will underpin right to work checks and deliver more efficient access to public services, while simultaneously curbing opportunities for those present in the country unlawfully to enter the labour market. However, critics note that there is already a stringent right to work regime in place, which was recently made digital for overseas nationals, and raise other concerns, eg relating to digital literacy, privacy, function overreach and risk of hacking.
NEWS
Immigration analysis: The Court of Appeal confirmed a new four-stage test for citizenship appeals under section 40(3) of the British Nationality Act 1981. The First-tier Tribunal now has full fact-finding powers to determine if fraud, false representation, or concealment occurred, with the burden of proof on the Secretary of State. However, the Secretary of State's decision on causation remains reviewable only on public law grounds. This overturns previous approaches in Ciceri and Chimi, restoring the FTT's role as an appellate tribunal rather than a secondary review body. The ruling significantly alters the landscape of citizenship deprivation appeals, potentially increasing scrutiny of Home Office decisions while clarifying the division of responsibilities between the FTT and Secretary of State. Practical implications written by Parvez Anwar Pantho of Duncan Lewis.
NEWS
Corporate crime analysis: Chapter 1 of Part 4 of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) largely comes into force with effect from 6 April 2025. It is not intended to be a significant overhaul of the law relating to unfair commercial practices. However, it does include important definitional changes, enshrining the effect of certain case law, and the introduction of a new unfair commercial practice relating to the omission of information from an invitation to treat. These changes underline that compliance in this area is a matter of substance, not form. Implementation therefore represents an opportunity for traders to review their existing documents and processes to ensure that they are (and remain) compliant. Thomas Samuels, a barrister at Henderson Chambers, provides an analysis of the upcoming changes.
NEWS
Tax analysis: Legislation setting out the tax rules for a new type of unauthorised fund, the Reserved Investor Fund (Contractual Scheme), known as the RIF, came into force in March 2025. Anne Powell, Knowledge Counsel at Bryan Cave Leighton Paisner LLP, highlights the key tax features of this new fund type and considers its likely use.
Q&As
The previous version of the Investment Association (IA) Principles of Remuneration stated (at Section C.2.ix) that no awards should be made beyond the life of the scheme approved on adoption by shareholders, which should not exceed 10 years. Although the Principles of Remuneration are focused primarily on executive remuneration, that previous version also made clear that all-employee schemes, including Share Incentive Plans (SIPs) and Save As You Earn (SAYE) schemes ‘should operate within an appropriate best practice framework’ (Section C.2.xiv). However, the new version of the Principles
NEWS
Property analysis: Following the general election 2015, Johnny Kelly, at Mishcon de Reya, considers what the election result could mean for the property sector.
PRACTICE NOTES
This Practice Note explains the no order principle contained in section 1(5) of the Children Act 1989 (ChA 1989). It explains when the principle applies in private children proceedings and how the courts have applied it. The no order principle When the court is considering whether or not to make one or more orders under ChA 1989 with respect to a child, it must not make the order unless it considers that doing so would be better for the child than making no order at all. This provision is intended to discourage unnecessary court orders being made; by restricting orders to those cases where they are necessary to resolve a specific problem, it is thought that this should reduce conflict and promote parental cooperation and agreement. The principle underlying this is that the court should not intervene in parents' exercise of their parental responsibility unless it is necessary to do so. Making 'no order' is a positive decision taken on welfare grounds. When does the no order principle apply? The principle applies where the court is considering
PRACTICE NOTES
The UK Corporate Governance Code (UKCG Code), which is issued and administered by the Financial Reporting Council (FRC) is the benchmark for good governance of companies with a listing of equity shares in the equity shares (commercial companies) category. The UKCG Code contains a number of recommendations regarding board appointments and succession planning, including a requirement for companies to establish a nomination committee. This Practice Note looks at the UKCG Code requirements on the composition of the nomination committee, the committee’s role and responsibilities and the key principles it should apply in formulating and implementing board appointment and succession planning strategies. For commentary, guidance, analysis and materials on the UKCG Code provisions relating to the role of the nomination committee, see Resource Note: UK Corporate Governance Code—Section 3—Composition, succession and evaluation. UK Corporate Governance Code, the UK Listing Rules and the DTRs For general information on the application, purpose and provisions of the UKCG Code, see Practice Note: The UK Corporate Governance Code. All companies with a listing of equity shares in the equity shares (commercial companies)
Q&As
Practical implications of specifying offences under the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, SI 2020/350 Specified offences are those which the Director of Public Prosecutions (DPP) does not have a duty to take over conduct of under section 3 of the Prosecution of Offences Act 1985 (POA 1985). In practical terms this means that, provided the accused is aged 16 or over, the prosecution of offences under the Health Protection (Coronavirus, Restrictions) (England) Regulations 2020, SI 2020/350 (Regulations) can be led directly by the police, without involving the Crown Prosecution Service (CPS), as is the case with certain low-level traffic offences. In addition, it should be noted that where the DPP’s duty to take over the conduct of proceedings does not apply, the right to bring a private
PRACTICE NOTES
This Practice Note discusses the offer timetable that applies to takeovers structured as contractual offers. It covers matters such as the 28-day ‘put up or shut up’ regime under Rule 2.6, the Day 0 offer document posting date, the significance of Day 21, Day 39, Day 53 and Day 60 under the City Code on Takeovers and Mergers (Code), as well as offer revisions and the impact of competing offers on the timetable. For a sample offer timetable, see Timetable—recommended offer and Timetable—hostile offer. For a comparative timetable distinguishing between takeovers by way of takeover offer and takeovers by way of scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. Legal and regulatory framework After an offeror's announcement of a firm intention to make an offer (Firm Intention Announcement), the timetable will be driven by the requirements of: • the Code, subject to the Panel consenting to or requiring application of the rules of the Code to be modified (eg in competitive situations and/or to accommodate the decision making processes of UK or overseas competition