UK-listed shares are required to be held and settled through the UK’s electronic settlement system (CREST), as operated by Euroclear UK & International Limited (Euroclear UK). Shares issued by a company that is not incorporated in the UK or Channel Islands cannot be transferred in CREST. However, access to CREST may be achieved through the creation of English-law governed instruments representing the underlying shares. Such instruments may be created by Euroclear UK in the form of CREST depositary interests (CDIs), or alternatively by independent service providers in the form of depositary interests (DIs). Both CDIs and DIs can be held and settled through CREST.
Continue Reading Settlement Structures for UK-Listed Shares of Overseas CompaniesChrishan Raja
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Closing the Gap: FCA Eases UK IPO Research Rules
By Chrishan Raja & Bree Morgan-Davies on
Posted in Corporate Law, SEC and/or Securities Laws
On August 5, 2026, the Financial Conduct Authority (FCA) published Policy Statement PS26/16, Changes to information flows for UK equity IPOs, removing two significant regulatory requirements that had governed analyst research in UK IPO transactions since 2018.The final rules came into force immediately on publication, with no transitional period. The reforms aim to shorten the UK IPO timetable, reduce execution risk, and bring the UK in line with international peers – most notably New York – as part of the FCA’s ongoing efforts to enhance the competitiveness of UK capital markets.
Continue Reading Closing the Gap: FCA Eases UK IPO Research RulesSection 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain Jurisdictions
By Jorge U. Juantorena, Adam Fleisher, Manuel Silva, Helena K. Grannis, Harald Halbhuber, Juan Giráldez, Jonathan Mendes de Oliveira, Sebastian R. Sperber, David I. Gottlieb, Chrishan Raja, Sarah E. Lewis & Frederic Martin on
Posted in Alert Memo
On March 5, 2026, the SEC granted exemptive relief from Section 16(a) beneficial ownership reporting requirements for directors and officers of foreign private issuers (“FPIs”) incorporated or organized in certain jurisdictions with insider reporting regimes substantially similar to the United States. The exemption covers FPIs incorporated in Canada, Chile, member states of the European Economic Area, the Republic of Korea, Switzerland, and the United Kingdom—provided the FPI is subject to a qualifying regulation and each individual director or officer satisfies certain conditions. This relief arrives just ahead of the March 18, 2026 deadline for initial Form 3 filings, although qualifying FPIs and their directors and officers should review the exemption’s conditions carefully before concluding they can rely on it. In this alert, we summarize the qualifying jurisdictions, the exemption’s conditions and limitations, and what FPIs should do now.
Continue Reading Section 16(a) Reporting: SEC Grants Exemptive Relief for Foreign Private Issuers in Certain JurisdictionsSection 16(a) Reporting: SEC Adopts Final Rules for Foreign Private Issuers
On February 27, 2026, the Securities and Exchange Commission adopted final rules implementing the Holding Foreign Insiders Accountable Act, or HFIAA. As expected, the final rules require directors and officers of foreign private issuers with a class of equity securities registered under Section 12 of the Exchange Act to report their beneficial ownership and transactions on Forms 3, 4, and 5. The rules take effect on March 18, 2026, meaning initial Form 3 filings are due in less than three weeks. The final rules contain no major surprises, and address several interpretive questions that remained open following enactment. As the SEC noted in explaining its decision to forgo notice-and-comment rulemaking, the amendments “simply conform the Commission’s rules and forms to the requirements of HFIA Act and involve limited exercise of agency discretion.” In this alert, we highlight the most significant clarifications and practical considerations for compliance. For additional background on HFIAA, please refer to our prior alert, Section 16(a) Insider Reporting: Legislation Ends Foreign Private Issuer Exemption.
Continue Reading Section 16(a) Reporting: SEC Adopts Final Rules for Foreign Private IssuersFRC publishes updated UK Corporate Governance Code and Guidance
By Dan Tierney, Melissa Reid, Chrishan Raja & Augusta Wills on
The Financial Reporting Council (FRC) has published an updated UK Corporate Governance Code (the Code), most of which will take effect from 1 January 2025. These revisions will replace the current version of the Code published in 2018.
Continue Reading FRC publishes updated UK Corporate Governance Code and Guidance