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FCA consultation paper tracker—2014 [Archived]

FCA consultation paper tracker—2014 [Archived] This tracker sets out the consultation papers published by Financial Conduct Authority (FCA) in 2014, along with the publication of any subsequent rules and guidance. For details of FCA consultation papers from other years, see: FCA consultation paper trackers. For details of Prudential Regulation authority (PRA) and Financial Services Authority (FSA) consultation papers, see: • PRA consultation paper tracker [Archived] • FSA consultation paper tracker [Archived] Topic area Consultation Paper Description Publication date End of consultation period Policy Statement/Handbook Notice BenchmarksLIBORMarkets and trading CP14/32: Bringing additional benchmarks into the regulatory and supervisory regime This consultation paper sought views on how the FCA’s generic approach to regulating benchmarks could be applied beyond the London Inter-Bank Offered Rate (LIBOR) to other benchmark administrators (and benchmark submitters as appropriate). At this point LIBOR was the only regulated benchmark.The Government’s Fair and Effective Markets Review (FEMR) terms of reference  recommended an additional seven benchmarks that should be regulated by the FCA. The Treasury subsequently consulted on the...

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Exemptions and reliefs from stamp duty

Exemptions and reliefs from stamp duty FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: Following the call for evidence in 2020, the resulting outcome published in 2021 and consideration by the relevant HMRC and industry working group, the government again sought views (through a consultation opened on 27 April 2023 as part of Tax Administration and Maintenance Day and which closed on 22 June 2023) on proposals to modernise the stamp taxes on shares (STS) framework. The proposal is to introduce a single self-assessed stamp tax on securities, with the tax collected by CREST for transactions undertaken there or, for non-CREST transactions, through a new online HMRC portal that will provide a unique transaction reference number (UTRN) when the tax has been paid. Many of the key elements of the proposed single tax would adopt what currently applies for SDRT (for example, when the charge arises, adopting the current SDRT treatment of warrants and call options, making the buyer the liable person...

Share capital, class rights and the impact of a new share scheme

Share capital, class rights and the impact of a new share scheme Background Companies incorporated under the Companies Act 2006 (CA 2006) are either established on a limited or unlimited basis. This means that the liability of the members of the company is either limited or unlimited by its constitution. If the company is limited (whether private or public), it can either be limited by shares or limited by guarantee. In the case of a public company limited by guarantee, it must also have a share capital. Regardless of whether a company is public or private, if it is limited by shares, the liability of its members is limited to the amount, if any, unpaid on their shares. If it is limited by guarantee, the liability of its members is limited to the amount of their guarantee. What is a share and share capital? The generally accepted commercial meaning of share capital is the funds of a company raised by the issue of shares (whether on incorporation...

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Investment agreement—multiple investors

Investment agreement—multiple investors This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Company), 2 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 2), 3 [Insert name of company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (Newco 3), 4 The several persons whose names and addresses are set out in Schedule 1 (together, Managers), and 5 The several persons whose names and addresses are set out in Schedule 3 and any other such person as defined in clause 1.4 (Investors) [(each of the Company, the Managers and the Investors being a Party and together the Company, the Managers and the...

Subscription and shareholders’ agreement—single investor

Subscription and shareholders’ agreement—single investor This Agreement is made on [insert date] Parties 1 [Insert name of company in which the shares are held], incorporated in England and Wales under number [insert company number] whose registered office is at [insert address], brief particulars of which are set out in Schedule 1, Part A (Company), 2 The several persons whose names and addresses are set out in Schedule 2 (together, Founders), and 3 [Insert name of fund] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] and any other such person as defined in clause 1.4 (Investor) [(each of the Company, the Founders and the Investor being a Party and together the Company, the Founders and the Investor are the Parties).] Background (A) The Company is a private company limited by shares[ and is the holding company of the Subsidiaries]. Further information relating to the Company [and each of the Subsidiaries ]is set out in Schedule 1. (B) The Founders are the...

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If a company that has only one class of ordinary share has issued ordinary shares on which investors expect to obtain EIS relief and subsequently changes its articles to create a new class of share that ranks below the EIS shares on a winding up, does that create a preference on adoption of the new articles? Alternatively, does the preference only arise when the new class of shares are actually issued (rather than when the articles are adopted)?

If a company that has only one class of ordinary share has issued ordinary shares on which investors expect to obtain EIS relief and subsequently changes its articles to create a new class of share that ranks below the EIS shares on a winding up, does that create a preference on adoption of the new articles? Alternatively, does the preference only arise when the new class of shares are actually issued (rather than when the articles are adopted)? As explained in Practice Note: EIS—conditions for relief: issued shares, the funds raised and the arrangements in general, one of the conditions for Enterprise Investment Scheme (EIS) relief to be obtained, under section 173(2)(aa) of the Income Tax Act 2007 (ITA 2007), is that the shares that are issued do not carry, at any time during Period B ‘any present or future preferential right to a company’s assets on its winding up’. Period B is defined in ITA 2007, s 159(3), as the date starting from the date...

Are there any special provisions for the transfer of deferred shares?

Are there any special provisions for the transfer of deferred shares? Deferred shares A deferred share is one where the ability to participate in dividends or a return of capital is deferred to all other classes of share capital, including ordinary shares. Such shares (sometimes referred to as ‘founders’ shares’) may be granted to promoters of a company to give them a stake in the company while leaving the voting shares available for subscription by other investors. In recent times, deferred shares have commonly arisen on a conversion of shares (pursuant to a company’s articles) where convertible preference shares convert into a certain number of ordinary shares. A company’s articles may provide that if the resulting nominal value of the ordinary shares is less than that of the original convertible shares, the excess nominal value will be converted into deferred shares. This ensures there is no reduction of capital on the share conversion. Founders’ shares typically carry good leaver or bad leaver provisions (and/or a vesting...

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Why the FCA proposals for the Listing Rules may need tweaking

Law360, Expert analysis: On 3 May 2023, the Financial Conduct Authority (FCA) published a consultation on proposed changes to the Listing Rules, Consultation Paper 23/10, asking for comments by 28 June 2023. Nigel Gordon, partner at Fladgate LLP provides an analysis of that consultation paper.

FCA publishes consultation on single listing category for equity shares in commercial companies

Corporate analysis: This analysis looks at the FCA’s proposals to create a single listing category for equity shares in commercial companies as set out in consultation paper CP23/10 published on 3 May 2023.