Disclosure Guidance and Transparency Rules meaning

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...

This checklist sets side by side the entry criteria and principal ongoing duties under the UK Listing Rules (UKLR) for equity share listings across these Official List categories: equity shares (commercial companies), equity shares (international commercial companies secondary listing), equity shares (shell companies) and equity shares (transition). It further considers the main continuing obligations set out under the Disclosure Guidance and Transparency Rules (DTR) too...

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...

In this issue: Economic Crime and Corporate Transparency Act 2023 Equity capital markets Private M&A (share purchase) Corporate governance—EU Members Company restoration Daily and weekly news alerts Dates for your diary Trackers Useful information New Q&As Economic Crime and Corporate Transparency Act 2023 Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 SI 2024/1377: These Regulations update LLP company law to reflect recent changes under the Economic Crime and Corporate Transparency Act 2023 and expand the scenarios in which a person’s residential address can be withheld from the company register, covering former registered office addresses, while maintaining corporate openness and aligning LLP provisions. They commence on 27 January 2025. See: LNB News 07/11/2024 27. Equity capital markets The Financial Conduct Authority has released Policy Statement PS24/19: Enhancing the National Storage Mechanism, setting out the feedback to Consultation Paper CP24/17, its longer-term vision for the NSM, and...

In this issue: Information technology Internet Media Advertising, marketing and sponsorship Reputation management Telecommunications LexTalk®TMT: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Information technology Commission consults on draft Guidance on EU Cyber Resilience Act The European Commission has opened a consultation on a draft Communication offering direction on how to interpret and apply in practice Regulation (EU) 2024/2847, the EU Cyber Resilience Act (EU CRA). In line with Article 26(1) EU CRA, this non-binding guidance seeks to support manufacturers, developers and other stakeholders in understanding their obligations and fostering a harmonised approach across the EU, with a particular emphasis on helping microenterprises and small and medium-sized enterprises meet compliance needs. the scope of the EU CRA, including free and open-source software and what constitutes a substantial modification; support period obligations; designation of important and...

In this issue: UK, EU and international regulators and bodies Prudential requirements Operational resilience Financial crime and sanctions Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of derivatives Sustainable finance and ESG Banks and mutuals UK MiFID II Consumer credit, mortgage and home finance Regulation of insurance Payment services and systems Fintech and cryptoassets Dates for your diary Financial Services Enforcement Database New and updated content Daily and weekly news alerts Intraday news alerts LexTalk®Financial Services: a Lexis®Nexis community UK, EU and international regulators and bodies FSCS confirms unchanged levy for 2025/26 and provides early forecast for 2026/27 The Financial Services Compensation Scheme (FSCS) has issued its latest Outlook levy update for 2025/26, stating the levy will hold at £356m—as projected in May 2025—with no further levy anticipated for firms across the rest of this financial year. A preliminary view for...

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...

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;...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

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...

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... ...

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...