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Disclosure rules meaning

What does Disclosure rules mean?
In practice, disclosure rules are the regulatory obligations requiring issuers and certain other persons to disclose inside information and other ongoing information about their financial instruments to the market without delay. In the UK, they are principally contained in the FCA’s Disclosure Guidance and Transparency Rules (DTR) made under the financial services and markets act 2000, and in the onshored UK Market Abuse Regulation (UK MAR). In Ireland, equivalent duties arise under the EU Market Abuse Regulation (MAR) and national Transparency Regulations, supervised by the Central Bank of Ireland. “Inside information” is defined by MAR/UK MAR. Issuers must announce it as soon as possible via a regulatory information service/officially appointed mechanism, subject to narrowly framed, documented delays. Key features include periodic financial reporting, major shareholding notifications, and equal, non‑selective dissemination. Breach can lead the competent authority (FCA in the UK; CBI in Ireland) to suspend trading or listing of the relevant instrument, and to impose public censure and financial penalties. These obligations generally apply to issuers with securities admitted to trading on regulated markets (with comparable venue rules for MTFs, including AIM). Usage and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related Checklists about Disclosure rules

CHECKLISTS
Freezing injunctions in corporate and personal insolvency: step-by-step checklist for urgent applications, evidence, model orders, undertakings, WFOs, disclosure and enforcement (England and Wales)

Introduction to freezing injunctions and scope of this checklist A freezing injunction (also known as a freezing order) is a temporary court order that prevents a respondent from disposing of or transferring its assets out of the relevant jurisdiction—namely England and Wales—or, in the case of a worldwide freezing order (WFO), from moving them anywhere in the world. The court’s principal aim in granting such relief is to preserve the respondent’s assets so that, if the applicant later obtains judgment against the respondent, there will be assets available for recovery by the applicant and, if necessary, enforcement action. This Checklist explains how to make an application for a freezing injunction where claims are contemplated or already underway in a corporate or personal insolvency context. As the precise circumstances of each matter must be assessed, this Checklist does not claim to be exhaustive; rather, it provides an overview of the key considerations at each stage when seeking an order of this kind. The focus throughout is asset preservation pending determination...

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CHECKLISTS
UK securitisation regime timeline (2024–2026): from assimilated EU Securitisation Regulation to FCA/PRA rules, key regulations and policy statements, STS capital treatment extension, and FSB reforms evaluation.

This timeline shows key developments relating to the UK securitisation regime from January 2024 onwards For earlier milestones, see EU and UK Securitisation Regulations—timeline [Archived]. On 1 November 2024, Assimilated Regulation (EU) 2017/2402 (the UK Securitisation Regulation) no longer applied in the UK, and new securitisation rules issued by the Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) came into effect. For insight into the revised UK framework, see Practice Note: The UK securitisation regime. 2026 17 February 2026 — PRA/FCA CP2/26 – Reforms to securitisation requirements; CP26/6: Rules for reforming the UK Securitisation Framework; Applying the FSMA 2000 model of regulation to the Capital Requirements Regulation The PRA and FCA have opened consultations on changes to the UK securitisation framework. The FCA suggests simplifying reporting, disclosure and due diligence obligations. The PRA intends to lessen firms’ compliance load by making the regime less prescriptive and adjusting the capital treatment of loans under the Mortgage Guarantee...

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CHECKLISTS
Business and Property Courts Disclosure Scheme (CPR PD 57AD): Timetable and Checklist: pre-action preservation, Initial/Extended Disclosure, DRD, CMC steps, including Less Complex Claims (England and Wales)

This timetable sets out the key procedural steps for disclosure under the Disclosure Scheme operating in the Business and Property Courts It outlines the required process, spanning document preservation duties, Initial Disclosure, completion of the Disclosure Review Document (DRD), Extended Disclosure, and the actions to be taken at and following the case management conference (CMC). Document preservation obligations Initial Disclosure Disclosure Review Document (DRD) Extended Disclosure Steps at and after the CMC For these purposes, it is assumed the parties are legally represented. Note: this timetable does not cover disclosure under CPR 31. For additional guidance on CPR 31 disclosure, see: Disclosure-overview. The Disclosure Scheme is mandatory for most claims in the Business and Property Courts under CPR PD 57AD (in force from 1 October 2022). To assess whether the Scheme applies to a particular claim, see: Which disclosure rules apply to my claim-flowchart? and the Practice Notes: Disclosure Scheme-definitions, principles and duties; Disclosure Scheme-when and where it...

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FLOWCHARTS
Building and operating websites: IP and brand, regulatory, contractual and dispute issues—lawyers’ flowchart

Stage 1—preparing to bring a claim and pre-action matters Guidance on infringement, defences, ownership, injunctions, running disputes, and the Business and Property Courts Disclosure Scheme; cease and desist precedent; timetable checklist; key forms; IP insurance. Stage 2—letter of claim alleging copyright infringement Guidance on infringement, drafting letters of claim, unjustified threats and remedies, with precedents for standard and peer‑to‑peer infringement letters. Stage 3—commencing proceedings Notes on infringement, secondary infringement, permitted acts, remedies, criminal offences, the Business and Property Courts and the Disclosure Scheme; pleadings/initial disclosure precedents; Disclosure/IPEC flow tools; CPR claim/defence/settlement/default forms. Stage 4—case management Guidance on running disputes, costs management and the Disclosure Scheme; checklist; Chancery, Patents Court and IPEC Guides; Mitchell v NGN; core case‑management and disclosure forms. Stage 5—disclosure and evidence Notes on e‑disclosure, witness statements and the Disclosure Scheme; PD 57AC for Business and Property Courts trial statements (not...

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FLOWCHARTS
England and Wales disclosure flowchart: determine applicability of B&PCs Disclosure Scheme (CPR PD 57AD) or CPR 31/PD 31A/PD 31B

Procurement process flowchart This Procurement process flowchart outlines the sequence a procurement might follow, alongside the factors to weigh up so a clear and appropriate procurement route is observed. It further highlights the Precedents on hand to support you throughout the procurement journey. The Flowchart serves as an illustrative example rather than a conclusive guide. Organisations can, of course, operate quite distinct procedures; nevertheless, it offers a useful baseline or point of reference. Any contract value amounts shown are presented purely as examples for illustrative purposes only here...

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FLOWCHARTS
UK Mandatory Disclosure Rules (SI 2023/38): Flowchart for intermediaries—when to report CRS avoidance arrangements and offshore structures to HMRC

Mandatory Disclosure Rules (MDR) for Common Reporting Standard (CRS) Avoidance Arrangements and Offshore Structures In March 2018, the Organisation for Economic Co-operation and Development (OECD) issued the model Mandatory Disclosure Rules (MDR) for Common Reporting Standard (CRS) avoidance arrangements and offshore structures, intended to encourage country by country consistency in applying disclosure and transparency so as to combat aggressive tax planning on a global scale...

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NEWS
Civil and commercial dispute resolution weekly: CPR and FRC updates, AI regulation, cases on cryptoassets, defamation, jurisdiction clauses, privilege and expert evidence, plus consultations, guidance and dates—8 February 2024

In this issue: Key DR developments Claims and remedies Cross-border disputes Evidence and disclosure New content Dates for your diary Useful information Collaborate and network with a community of expert lawyers Daily and weekly news alerts Key DR developments 163rd Practice Direction update 163rd PD update—effective on 1 February and 6 April 2024: The 163rd Practice Direction (PD) changes to the Civil Procedure Rules have received approval from the Master of the Rolls together with the Parliamentary Under-Secretary of State for Justice...

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NEWS
UK Dispute Resolution Weekly: conspiracy, fraud and PII rulings; ADR and mediation timing; PACCAR reversal plans; HMCTS/CaTH updates; Scottish developments; privilege and AI; 2026 consultations and procedural changes

In this issue: Key DR developments Claims and remedies Costs and funding Litigation Case management Evidence and disclosure ADR Scottish Dispute Resolution New content Dates for your diary Useful information Daily and weekly news alerts Dispute Resolution Highlights 2025/2026 Key DR developments Alternative dispute resolution European Parliament adopts new rules to modernise out-of-court dispute resolution for consumers The European Parliament has approved refreshed measures to enhance consumer out-of-court complaint handling, updating the EU’s ADR framework for the digital landscape and cross-border disputes. The reforms delineate ADR’s reach to cover matters arising both before and after contractual agreements, and in specified circumstances enable involvement by traders from third countries. The directive will come into force 20 days following publication and will begin to apply 32 months thereafter. For more, see: Parliament adopts new rules to modernise out-of-court dispute resolution for consumers—LNB News 16/12/2025 Court information HMCTS update hearing...

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NEWS
England and Wales civil litigation update: 168th Practice Direction update, Hague Judgments framework, rulings on malicious falsehood, employee fraud and broker negligence, plus jurisdiction, French blocking statute and crypto developments

In this issue: Key DR developments Claims and remedies Cross-border disputes Dates for your diary Useful information Daily and weekly news alerts Key DR developments Practice Direction update 168th PD update: Approval has been given by the Master of the Rolls and the Parliamentary Under-Secretary of State for Justice to the 168th update to the Practice Directions under the Civil Procedure Rules (CPR). This update alters CPR PD 51ZC, prolonging the small claims paper determination pilot until 1 December 2024; that change took effect on 31 May 2024. It also revises CPR PD 74A to provide for the registration of foreign judgments for recognition and enforcement pursuant to the Hague Judgments Convention. The amendments to CPR PD 74A will commence when the Hague Judgments Convention comes into force in the UK—see LNB News 06/06/2024 6—168th Practice Direction update. Guidance and reports Birmingham Business and Property Courts’ local guidance updated: The Courts and Tribunals Judiciary (CTJ)...

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View the related Practice Notes about Disclosure rules

PRACTICE NOTES
UK DTR 2: issuer obligations on disclosure, delay, control and selective disclosure of inside information—FCA/ESMA guidance, case law, COVID‑19 context and enforcement (post‑Brexit UK MAR)

Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules (DTR 2). Where relevant, it draws on: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base—Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the safeguards required to keep such information...

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PRACTICE NOTES
UK FCA DTR 1–1C: application, post‑Brexit and 2024 listing reforms, MAR interplay, audit committees, misleading disclosures and related party rules

This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...

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PRACTICE NOTES
Witness evidence in civil litigation: selection, interviewing, vulnerability, statements, intermediaries, confidentiality and trial assistance under CPR (England and Wales)

This Practice Note looks at the tasks of pinpointing and interviewing potential witnesses, working with them on their witness statements, and supporting them to give evidence in court. For direction on preparing trial witness statements in the Business and Property Courts, see Practice Note: Trial witness statements in the Business and Property Courts under CPR PD 57AC. It should also be read alongside Practice Note: Courts’ power to manage factual evidence, which explains the courts’ authority to control factual evidence under CPR 32.1 and CPR 32.2(3). Choosing witnesses Witness testimony at trial can be decisive for the success or failure of a claim or the defence of it. This Practice Note outlines how to collaborate effectively with a witness when preparing such evidence. Importance of planning witness evidence In claims that turn mainly on facts, outcome may hinge on whether a particular witness is regarded as credible by the court. Securing witness evidence should be considered at a very early point in the proceedings...

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View the related Precedents about Disclosure rules

PRECEDENTS
UK environmental reporting for large unquoted companies: CA 2006 TCFD-aligned and SECR obligations, strategic report and GHG disclosures, with QCA/Wates considerations and practical board guidance

Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...

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PRECEDENTS
LSE Main Market secondary offers (placing and open offer): documents, responsibilities and FCA/LSE filings checklist under the pre-2026 UK prospectus regime

STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline capital raising and significantly reduce the instances when a company must produce an FCA-approved prospectus for a further share issue. Accordingly, fewer further issues will necessitate an FCA approved prospectus. For a full explanation of the changes, see Practice Note: UK prospectus regime reform. This Practice Note covers the prospectus regime that applied before 19 January 2026. UKLR: UK Listing Rules PRR: Prospectus Regulation Rules DTR: Disclosure Guidance and Transparency Rules LSE A&D: London Stock Exchange’s Admission and Disclosure Standards... ...

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PRECEDENTS
UK climate and environmental reporting for quoted companies: TCFD, Listing Rules, Companies Act 2006, SECR, GHG, strategic report and UK Corporate Governance Code

Memorandum prepared by [ Name of Firm ] For the directors of [ insert company name ] (the Company) advising on annual environmental reporting 1 Scope This memorandum outlines the principal environmental disclosures the Company must include within its annual report and accounts. It addresses the UK Listing Rule and Companies Act 2006 ( CA 2006 ) obligations to present climate-related information consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD ). It also covers the duty to disclose greenhouse gas ( GHG ) emissions, energy consumption and measures to improve energy efficiency under the Streamlined Energy and Carbon Reporting ( SECR ) framework, together with other environmental legislation [ , and relevant principles and provisions from the UK Corporate Governance Code ( UKCG Code ) ] . In addition, it provides practical guidance to assist companies in compiling robust environmental disclosures. As a listed entity, the Company is further subject to continuing disclosure duties under the UK Listing Rules, the Disclosure Guidance...

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Q&As
Old statement of truth on witness statement post‑Apr 2020: struck out?

Changes to CPR PD 22 took effect on 6 April 2020. The revisions modified the mandated wording for the statement of truth that authenticates documents to be deployed in civil proceedings. Nevertheless, under both the old and new versions the signatory must still confirm their belief that the 'contents' of the pertinent documents are true—or, under the updated formula, that the 'facts stated' in the relevant document are true...

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