Insider meaning

Assimilated Regulation (EU) 596/2014 (UK Market Abuse Regulation) has effect in the UK from IP completion day (31 December 2020)...

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

In this issue: Investigating criminal conduct Criminal procedure and evidence Proceeds of crime Bribery, corruption, sanctions and export controls Consumer protection and cartels Environmental offences Financial services and pensions offences Food safety and hygiene offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences International Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Investigating criminal conduct Home Office issues guidance on Economic Crime and Corporate Transparency Act The Home Office has released guidance on the information-sharing measures in the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). It outlines provisions to help ensure businesses comply with the new measures, together with practical points for organisations, including arrangements for cross-sector sharing, obligations for law enforcement reporting, UK General Data Protection Regulation (GDPR) compliance, and customer redress. See: LNB News 04/10/2024 39. Criminal procedure and evidence...

Peter Carter KC of Doughty Street Chambers, who headed the FCA prosecution, obtained the guilty verdict against Mohammed Zina, sentenced to 22 months’ imprisonment in February. The matter carried notable intricacies, particularly because Goldman Sachs’ server sat in the US, which influenced the timing of transactions. From April 2019, Carter devoted over 800 hours to preparation and spent ten weeks before the court, supported by his junior counsel, Rachel Barnes KC of Three Raymond Buildings. Carter has tried other prominent insider‑dealing prosecutions for the FCA and its precursor. He has handled similar high‑profile insider‑dealing matters for the FCA and its predecessor body before, and knows their challenges. He understands how hard it is to secure a conviction, and tells Law360 how, for all the government’s lip service, it gives inadequate backing to the FCA’s related enforcement work. As every major bank, insurer, wealth manager and asset manager in the UK scrutinises the Zina case, Carter sets out who is drawn into insider dealing, how financial institutions must guard against rogue...

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Financial crime and sanctions Consumer protection Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals UK MiFID II EU MiFID II Consumer credit Regulation of insurance Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies FCA publishes Handbook Notice No 135 The Financial Conduct Authority (FCA) has issued Handbook Notice No 134, outlining amendments to the FCA Handbook and related materials approved by the FCA board on 27 November 2025. See: LNB News 28/11/2025 48. ESMA sets out planned consultations 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...

STOP PRESS: The EU Listing Act appeared in the Official Journal on 14 November 2024, introducing amendments to the EU Market Abuse Regulation (EU MAR). The majority of the Act’s measures, including the EU MAR changes, are due to apply from July 2026, conditional on the Commission adopting level 2 delegated acts. Certain EU MAR updates on market soundings and managers’ transactions, however, took effect on 4 December 2024 and are flagged in the relevant sections of this Practice Note. On 7 May 2025, ESMA issued technical advice to the Commission covering, among other matters, EU MAR. On 8 April 2026, the Commission released the final texts of two delegated acts: one addressing the disclosure of inside information and another dealing with, among other aspects, indicators of market manipulation. These delegated acts will be published in the Official Journal of the EU and will enter into force provided the European Parliament or the Council of the EU do not object. The scrutiny period typically runs for two months after...

What is EU REMIT? Regulation (EU) 1227/2011, known as EU REMIT, sets the rules safeguarding integrity and transparency across wholesale energy markets. It bans insider dealing and market manipulation concerning wholesale energy products. Aims EU REMIT’s core purpose is to rebuild customer trust that wholesale energy products are fairly priced. Recital (1) underscores the need for consumers and other participants to trust the electricity and gas markets, for wholesale prices to mirror a fair, competitive balance of supply and demand, and to prevent any gain from market abuse. Guidance The European Agency for the Cooperation of Energy Regulators (ACER) issues detailed, practical guidance on EU REMIT. ACER also produces and routinely refreshes a Q&A, summarising common queries on EU REMIT together with ACER’s replies. This Q&A serves as guidance for EU REMIT stakeholders and is not a binding legal interpretation of the Regulation. Oversight and enforcement Compliance covers the bans on insider trading and market manipulation, together with duties to publish inside information,...

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] ( Newco ) of the whole issued share capital of [ insert name of target company ] Limited (the Target ) from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). The questionnaire exists to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information they require to aid the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company ). We reserve the right to raise further enquiries in relation to both your replies to this questionnaire and generally...

Legal due diligence questionnaire—private M&A—share purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to assist the Buyer, the Buyer's solicitors and other professional advisers acting on the Proposed Acquisition to secure the information the Buyer needs to inform its valuation of the Company. Please respond to each question comprehensively. Please set out your responses in italics immediately beneath each question and kindly supply copies of all relevant documentation, ensuring that all responses and documents are plainly identified by reference to the appropriate paragraph of this questionnaire. We reserve the right to raise further enquiries regarding both your responses to this questionnaire and, more generally, matters arising...

This precedent memorandum This precedent memorandum presents a specimen group-wide dealing policy issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), GC100, the Quoted Companies Alliance (QCA) and other market participants too. It was created after the Financial Conduct Authority (FCA) chose to remove the Model Code, which had formed part of the listing rules, because it conflicted with the EU Market Abuse Regulation that came into force on 3 July 2016. The CGI, GC 100 and the QCA agreed that it would be greatly beneficial for listed and quoted companies to be able to refer to an equivalent version of the Model Code. Companies with a former premium listing of equity shares had previously been required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the company’s securities at certain times. The intention is that listed and AIM companies should apply the group-wide dealing policy to PDMRs, their employees and their subsidiaries, to provide an introduction...