FCA publishes consultation paper 13/15: feedback on CP 12/25 and further consultation

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The Financial Conduct Authority (FCA) has published its long-awaited response to consultation paper 12/25 entitled ‘Enhancing the effectiveness of the Listing Regime’ in a new consultation paper 13/15 (CP 13/15). In CP 13/15, the FCA confirms its final position on a number of issues and has proposed further revisions and measures, all of which are designed to safeguard the interests of minority shareholders and to preserve the integrity of the UK Listing Regime. Responses to the consultation are due on 5 February 2014. Subject to the consultation, the FCA intends to implement the full suite of measures by mid-2014.

Since the end of the consultation at the start of 2013, the FCA has held extensive discussions with stakeholders and has proposed a revised package that it believes will be widely supported by both investors and companies and, consequently, will further its strategic objective of ‘making markets work well’. The key proposals are highlighted below.

‘Relationship’ agreements are here to stay, although the FCA is not wedded to labelling them as such. Rather, all premium listed issuers must enter into an ‘agreement’ with controlling shareholders that must incorporate key independence principles prescribed in the new Listing Rules. These principles require transactions and relationships with controlling shareholders and any of their associates to be conducted at arm’s length, and controlling shareholders and any associates not to do anything that prevents the company from complying with its obligations under the Listing Rules and not to procure any shareholder resolution that is intended to circumvent the proper application of the Listing Rules…

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