Financial promotion meaning

FORTHCOMING CHANGES : At Budget 2025, the government announced it will legislate in Finance Bill 2026 (also known as Finance (No 2) Bill 2024–26) to introduce measures targeting promoters or enablers of marketed tax avoidance. These measures are set out in Part 6 of the Bill, as introduced on 4 December 2025, and comprise: updates to the DOTAS and DASVOIT civil penalty regime, enabling HMRC to issue DOTAS penalties directly rather than seeking tribunal approval a general prohibition on promoting marketed arrangements with no realistic prospect of success, and a prohibition on promoting arrangements specified in universal stop regulations (USRs). Breach of either prohibition could result in publication, financial penalties and criminal prosecution promoter action notices (PAN). A PAN would require businesses to stop providing goods or services to promoters of tax avoidance where those goods or services are used in the promotion of avoidance and the promoter is in breach of a USR or stop notice. PANs will primarily be issued to financial...

Although the government chose not to advance a proposal to give firms a heavier burden of responsibility, the reforms still carry real weight for companies and investors. They tighten the eligibility tests and enhance both investor declarations and compulsory information standards. Businesses must be compliant by the go-live date. Those seeking capital under the financial promotion exemptions will have to include additional disclosures in their investor communications. This is intended to help prospective investors perform basic due diligence on the person’s investment marketing, and to support the Financial Conduct Authority (FCA) in examining possible non-compliance with the exemptions. HM Treasury consulted two years ago on revisions to the financial promotion exemptions in the Financial Promotion Order for high net worth individuals and sophisticated investors. In its November 2023 consultation response, the government set out the final changes, which take effect from 31 January 2024. Below, we look at what companies should note to remain compliant with the updated conditions in the revised exemptions and offer a few practical pointers for...

The House of Lords Secondary Legislation Scrutiny Committee (SLSC) has released its seventh Report for the 2022–2023 Session. Items singled out for the House’s attention include Draft Data Reporting Services Regulations 2023, Draft Public Offers and Admissions to Trading Regulations 2023, Draft...

In mid-October 2024, the FCA flagged 38 concerns about social media profiles run by UK finfluencers that may feature illegal promotions, and it is questioning 20 of them under caution. Back in May 2024, the regulator stated it had brought charges against nine people linked to an unauthorised foreign exchange trading programme advertised online. According to Andrew Northage, a partner in the regulatory and compliance team at Walker Morris LLP, the FCA likely believed that the public attention from a case involving seven high-profile, UK-based defendants would serve as a warning; however, he added, such a warning is less likely to dissuade promoters and operators of illicit schemes located outside the UK, who know how hard it is for the FCA to pursue them. Overseas rules breaches The FCA’s guidance confirms that its social media financial promotion rules extend to overseas firms. These businesses must ensure that any promotion reaching investors in Britain is approved by an authorised person, mirroring the UK regime. Yet jurisdictional constraints...

FORTHCOMING CHANGES : At Budget 2025, the government stated it will legislate via Finance Bill 2026 (also known as Finance (No 2) Bill 2024–26) to introduce measures targeting promoters or enablers of marketed tax avoidance. The provisions are set out in Part 6 of the Bill (as introduced on 4 December 2025) and cover: updates to the DOTAS and DASVOIT civil penalty regime so that HMRC can issue DOTAS penalties directly, rather than seeking tribunal approval; a general prohibition on promoting marketed arrangements that have no realistic prospect of success, and a prohibition on promoting arrangements specified in universal stop regulations (USRs). A breach of either prohibition would attract a range of sanctions, including publication, financial penalties and criminal prosecution; promoter action notices (PAN). A PAN would require businesses to cease providing goods or services to promoters of tax avoidance where those goods or services are used in the promotion of avoidance and the promoter is in breach of a USR or stop notice....

Auction processes Auction processes are pivotal in particular industries; for example, in private equity, in government privatisations, and in other large‑value transactions, where they remain central to those transactions. Selling shares by way of auction is intended to trigger competitive bidding for the target among interested parties, achieving both the highest achievable price and securing the best possible terms. For the seller, there is strong certainty that completion will occur with a preferred bidder (which is preferable from management’s point of view). Auctions may involve numerous bidders, or be narrowed and targeted to a selected few bidders only. This will generally depend on the market in which the target company operates and the nature of its business, that is, the market it operates in and its business’s nature. Typically the seller directs the auction and appoints advisers to act for it—for instance, an investment bank—to promote the sale of the target on the seller’s behalf...

Scope of this Practice Note This Practice Note examines the UK regulatory considerations encountered by crowdfunding platforms from a financial services standpoint. It ought to be read in conjunction with the Financial Services and Markets Act 2000 (FSMA 2000), together with relevant secondary legislation, and regulatory rules and guidance, including, in particular, provisions within the Financial Conduct Authority (FCA) Handbook and the FCA’s webpage devoted to crowdfunding. This Note briefly outlines initiatives at EU level in relation to regulating crowdfunding, which are discussed in detail in Practice Note EU Regulation of crowdfunding—the ECSP Regulation and the MiFID II Crowdfunding Directive. Crowdfunding (sometimes referred to as 'crowd sourcing' or 'crowd financing') operates on the basis that individuals seeking capital, such as entrepreneurs, present ventures or businesses on an online platform, and members of the public contribute funds through that platform. There is no ceiling on an individual contribution; however, unlike more established fundraising methods, many platforms enable participants to put in as little as £10. Typically, the entrepreneur will be...

This [ insert document name ] has not been sanctioned by an authorised person in line with section 21(2)(b) of the Financial Services and Markets Act 2000...

Warning: This promotional material has not been signed off or otherwise approved by an authorised person as defined under the Financial Services and Markets Act 2000. If you rely on this promotion when undertaking any investment activity, you could potentially face a particularly substantial financial risk of losing the entirety of the capital or other assets you commit. This document is issued by [ insert the name of the person making the financial promotion, or on whose behalf the financial promotion is made ]. Anyone receiving this document who requires additional details, or wishes to raise any other enquiry concerning the subjects to which this communication pertains, should send a request to [ insert the postal or electronic address to which a recipient should send such requests. Also, if applicable, insert the country or territory in which the person making the financial promotion, or on whose behalf the financial promotion is made, is incorporated. Also, provide the registered address of the person making the financial promotion, or on whose...

Confidential Important Notice Memorandum No. [ ________ ] provided to [ _____________________ ]. This memorandum has been compiled by [ insert name of seller ] (the Seller ) with support from [ insert name of financial adviser ] [ (the Financial Adviser ) ], in relation to a potential sale by the Seller of [ insert description of the business or assets to be sold, eg 'the business of XYZ Ltd' or, in the case of a sale of a company, 'the issued share capital of XYZ Ltd' ] (the Proposed Transaction ). It is supplied for information purposes only to a restricted number of potential buyers (each a Recipient ) and is provided solely to assist them in deciding whether they wish to pursue a further investigation of [ XYZ Ltd ]. This memorandum is not intended to constitute the basis of an investment decision or of any decision to enter into a transaction with the Seller...