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Short selling meaning

What does Short selling mean?
Short selling is the practice of selling securities the seller does not own, aiming to buy them back later at a lower price. In practice this involves borrowing the securities (or having a firm locate) to settle the sale, then closing the position by purchasing the securities to return to the lender. It is used for hedging, liquidity and price discovery, and can feature in contingent asset strategies. Economic short exposure can also be created synthetically using derivatives (for example, CFDs, swaps or options). The activity is regulated rather than purely descriptive. In the UK, the onshored Short Selling Regulation (UK SSR) and FCA rules apply; in Ireland, the EU Short Selling Regulation (Regulation (EU) No 236/2012) applies. Both regimes define a short sale, prohibit “naked” short selling by requiring borrow/locate arrangements, require notification and (at higher thresholds) public disclosure of net short positions, provide market‑maker exemptions, and allow temporary restrictions by regulators (FCA; Central Bank of Ireland). Application is consistent across England & Wales, Scotland and Northern Ireland. Occupational pension schemes in the UK and Ireland are generally prohibited from employer‑related investments; taking positions (long or short) referencing the sponsor’s securities is heavily restricted and must not breach those rules, even...
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View the related Checklists about Short selling

CHECKLISTS
UK short selling notifications checklist: thresholds, FCA procedures, exemptions and corrections for shares, sovereign debt and CDS (archived)

STOP PRESS: Short Selling Regulations 2025 SI 2025/29 was made and published on 13 January 2025, together with an Explanatory Memorandum. This instrument replaces the assimilated regime and establishes a new statutory framework for UK short selling, creating designated activities and granting the Financial Conduct Authority (FCA) rulemaking powers for those activities, plus powers to intervene in exceptional situations. It reiterates that firms must notify the FCA when net short positions exceed 0.2% of issued share capital; while HM Treasury keeps the ability to adjust this level, the FCA may mandate notifications at a different threshold in exceptional circumstances. Some provisions took effect on 14 January 2025, with the remainder commencing on the date the revocation of the UK Short Selling Regulation takes effect under the Financial Services and Markets Act 2023. For a summary of the background to the new UK regime, see Practice Note: The UK Short Selling Regulation [Archived]. Regulation (EU) 236/2012 (the EU Short Selling Regulation) applies in the EU. In the UK, the assimilated...

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CHECKLISTS
UK Short Selling Regime: Practitioner Checklist on Reporting Thresholds, Exemptions, Timing, FCA Notifications and Emergency Powers (Short Selling Regulations 2025; FCA Short Selling Rules (SSR) effective 13 July 2026)

This checklist sets out the reporting obligations under the UK’s new short selling regime. For more detail, see Practice Note: The new UK short selling regime. Background The Short Selling Regulations 2025 (SI 2025/29) replace the assimilated UK Short Selling Regulation and introduce a new statutory framework for regulating short selling in the UK. The regime: Defines designated activities for short selling within FSMA 2000 Confers broad rule-making powers on the Financial Conduct Authority (FCA) Maintains core transparency obligations while giving the FCA greater flexibility Equips the FCA with intervention powers in exceptional circumstances The FCA is consulting on proposed rules and guidance, with a new short selling sourcebook expected in April 2026. When does the UK short selling regime apply? It applies to market participants engaging in short selling of shares admitted to trading or traded on a UK trading venue, and to short selling of UK sovereign debt, associated credit default swaps (CDS) and related...

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NEWS
Weekly property law highlights: Leasehold and Freehold Reform Act, insolvency trust ruling, 15% SDLT, minerals reservation, Scottish short-term let licensing, HMLR PG9 update—6 June 2024

In this issue: Key developments and horizon scanning Transferring property Property insolvency Property taxes Easements, rights and covenants Property in Scotland Leasing property LexTalk®Property: a Lexis®Nexis community Additional property updates this week Daily and weekly news alerts Trackers New Q&As Key developments and horizon scanning Leasehold and Freehold Reform Act 2024 The Leasehold and Freehold Reform Act 2024 (LFRA 2024), which gained Royal Assent on 24 May 2024 and featured in last week’s highlights, has now been published. Sections 113 (controls on remedies for arrears of rent charges), 117 (recovery of legal costs etc through service charge), 118 (repeal of section 125 of the Building Safety Act 2022) and 119 (higher-risk and relevant buildings: insolvency notifications) take effect two months after Royal Assent (24 July 2024). The rest of LFRA 2024 will commence by regulations to be made by the new government after the election. See: LNB News 04/06/2024 14. ...

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NEWS
UK Public Law Weekly: Windsor Framework review, Brexit SIs, Procurement Act guidance, Lords reform, judicial review on licensing and parole, Russia sanctions appeal, ECHR rulings, 16 January 2025

In this issue: Brexit highlights Brexit SIs Post-Brexit transition guidance Public procurement Constitutional and administrative law Judicial review Equality and human rights State security and intelligence Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Brexit highlights NIO publishes Terms of Reference for Independent Review of Windsor Framework The Northern Ireland Office has released the Terms of Reference for an Independent Review of the Windsor Framework, as required by Schedule 6A to the Northern Ireland Act 1998. Initiated after a consent motion cleared the Northern Ireland Assembly without cross-community endorsement, the review will consider how the Framework is working and its influence on social, economic and political life in Northern Ireland. It is consistent with undertakings in the October 2019 Unilateral Declaration and the January 2024 Safeguarding the Union Command Paper. The resulting findings will be submitted to the UK Government, supplying vital...

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NEWS
UK, EU and international financial services weekly regulatory roundup: prudential, conduct, markets, derivatives, payments, ESG, crypto and enforcement—key FCA, PRA, BoE, ESMA actions—week of 4 December 2025

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...

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View the related Practice Notes about Short selling

PRACTICE NOTES
UK sovereign credit default swaps under the Short Selling regime: restrictions, FCA powers, notification thresholds and the 2025 reforms [Archived]

ARCHIVED : This Practice Note has been archived and is no longer maintained. STOP PRESS: The Short Selling Regulations 2025 were made and published on 13 January 2025, together with an explanatory memorandum. These regulations replace the assimilated UK Short Selling Regulation and introduce a new legislative framework governing short selling in the UK, defining designated activities and empowering the Financial Conduct Authority (FCA) to set rules for those activities, alongside powers to act in exceptional circumstances. Certain parts commenced on 14 January 2025, with the remainder starting on the date the revocation of the UK Short Selling Regulation takes effect under FSMA 2023. The UK’s new regime removes obligations on investors when entering short positions in sovereign debt or sovereign credit default swaps (CDS) and the linked reporting requirements, while keeping sovereign debt and sovereign CDS within the FCA’s emergency intervention powers on short selling...

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PRACTICE NOTES
End-to-End Recruitment, Selection and Induction for In-house Legal Teams

Agreeing the profile If a role becomes vacant because of a departure, consider whether to recruit with identical, lower, or greater experience. Also assess if a strong unqualified support hire might add more value, freeing qualified staff from tasks the support person can handle. Ensure the package parameters are sensible. Many human resources teams default to a lower-range salary, which can effectively screen out the best people. Bypass a wasted effort stage by matching the package to the profile so you can attract the right candidates. Be clear that the package parameters genuinely reflect the role profile, not a default setting that deters suitable applicants. Ensure this alignment from the outset to avoid needless effort and secure interest from those you truly want. Choosing who will be involved in the selection process Decide what part each of the following should play, and at which point: recruitment agency human resources manager person to whom head of legal reports head of legal ...

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PRACTICE NOTES
Derivatives after IP completion day: UK and EU rules on market access, CCP recognition, EMIR clearing/reporting/margin, trading, benchmarks and short selling

ARCHIVED: This Practice Note has been archived and is no longer being maintained. Through the transition period, core EU rules effectively continued to apply for derivatives practitioners (see Practice Note: Brexit—impact on finance transactions [Archived]); from IP completion day, however, the landscape alters markedly. This note offers a high-level overview of IP completion day’s practical implications for derivatives lawyers and signposts fuller guidance. MARKET ACCESS FOR SWAP COUNTERPARTIES Key EU and UK legislation and Brexit SIs Directive 2014/65/EU (EU MiFID II) and Retained Directive 2014/65/EU (UK MiFID II) Regulation (EU) No 600/2014 (EU MiFIR) and Retained Regulation (EU) No 600/2014 (UK MiFIR) Directive 2013/36/EU (EU CRD IV) and Retained Directive 2013/36/EU (UK CRD IV) The EEA Passport Rights (Amendment, etc., and Transitional Provisions (EU Exit) Regulations 2018, SI 2018/1149 The Financial Services Contracts (Transitional and Saving Provision) (EU Exit) Regulations 2019, SI 2019/405 Key changes in practice from IP completion day UK banks and investment...

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View the related Precedents about Short selling

PRECEDENTS
Precedent short-form share purchase agreement for sale of entire issued share capital of a private company—England and Wales

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registration number [ insert company number ], whose registered office is at [ insert address ] (the Seller); [ Insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registration number [ insert company number ], whose registered office is at [ insert address ] (the Buyer), [ (each of the Seller and the Buyer constitutes a Party and, together, the Seller and the Buyer constitute the Parties). ] Background (A) The Company (as defined below) is a private limited company by shares and is incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details concerning the Company are set out...

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PRECEDENTS
Asset purchase agreement for sale of a business as a going concern (TOGC), including property transfer terms, TUPE, warranties, completion accounts and restrictive covenants (England and Wales) – short-form precedent

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of selling corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], under number [ insert registered number ], with its registered office at [ insert address ] (Seller); and [ insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], under number [ insert registered number ], with its registered office at [ insert address ] (Buyer) [ (each of the Seller and the Buyer is a Party and, together, the Seller and the Buyer are the Parties). ] BACKGROUND The Seller presently conducts the Business [ under the Business Name ]. The Seller has consented to transfer the Business (including the Assets) to the Buyer as a going concern, subject to the terms...

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PRECEDENTS
Precedent share purchase agreement (SPA)—pro-seller, corporate seller, short form—with limitations on warranties and tax covenant (England and Wales)

This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties 1 [ Insert name of selling corporate shareholder ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Seller), and 2 [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Buyer), [ with each of the Seller and the Buyer being a Party and, together, the Seller and the Buyer constituting the Parties ]. Background (A) The Company (as defined below) is a private company limited by shares and was incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details of the Company appear in Schedule 1. (B) The...

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View the related Q&As about Short selling

Q&As
Landlord EPC duty on surrender and regrant of reduced demise

An Energy Performance Certificate (EPC) An EPC assesses how energy efficient a building is, scoring it from A to G, with A representing the greatest efficiency. It is illegal for a landlord to let a commercial property with an F or G efficiency rating unless a valid exemption is in place. A landlord must hold an EPC in these situations: when renting out or selling the premises; when a building that was under construction is completed; or when changing the number of areas intended for separate occupation and this includes providing heating, air conditioning or ventilation systems. An EPC is valid for ten years. Certain exemptions apply, including both short and long tenancies...

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