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Underwriting commissions meaning

What does Underwriting commissions mean?
underwriting commissions are the fees an issuer pays to underwriters (usually investment banks) for agreeing to subscribe for, or procure subscribers for, new securities and to take up any shortfall not taken by investors in an IPO, rights issue, open offer or placing. The term is descriptive rather than a defined legislative concept, but payment and disclosure are governed by company law, the underwriting/sub-underwriting agreements, and prospectus and listing rules. Commissions are typically structured as a percentage of the gross proceeds (often split between management, selling and underwriting components) and may include a separate expense allowance. Underwriters frequently appoint sub-underwriters. Large institutional investors, including pension funds, may act as sub-underwriters and earn sub-underwriting commissions in return for assuming shortfall risk, which can enhance returns. Across England & Wales, Scotland, Northern Ireland and Ireland, market practice is broadly consistent. In the UK, amounts and terms are normally disclosed in the prospectus or shareholder circular under the UK Prospectus Regulation Rules and FCA Listing Rules; in Ireland, equivalent disclosure is required under the EU Prospectus Regulation and Euronext Dublin rules. Boards should ensure proper authority to pay commissions, address potential conflicts, and consider market soundings, inducement regimes and allocation policies when documenting underwriting terms.
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View the related News about Underwriting commissions

NEWS
IUA challenges FCA’s motor finance redress scheme as regulatory overreach; professional indemnity insurers may face claims after Supreme Court ruling on undisclosed broker commissions

The International Underwriting Association (IUA), in its reply to the FCA’s consultation, argued that the arrangement being proposed amounts to ‘regulatory overreach’. The regulator has been gathering feedback on an industry-wide redress programme following such a landmark Supreme Court judgment delivered in August 2025. That decision concluded that motor finance providers had broken the law due to sizeable hidden commissions paid to intermediaries and by not revealing a contractual relationship with the customer. The FCA considers these behaviours to have been prevalent from 2007–24 and anticipates lenders will ultimately provide £8.2bn in compensation to affected customers across the sector in total...

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View the related Practice Notes about Underwriting commissions

PRACTICE NOTES
UK corporation tax and VAT in rights issues: no disposal or distribution, issue costs non-deductible, and VAT recovery on underwriting, advisory, legal and printing

This Practice Note: sets out the principal UK tax considerations for a company looking to raise capital through a rights issue, and unless indicated otherwise, proceeds on the basis that: the issuing company is UK incorporated and UK tax resident and, for VAT, is treated as belonging in the UK only new non-redeemable shares are offered as part of the rights issue the shares to be issued are in the same currency as the issuer’s functional currency (ie the currency the company uses to prepare its accounts)—where the functional currency differs from the share currency and certain conditions are satisfied, any profit or loss on a derivative used by the issuer to hedge exchange rate risk is disregarded for corporation tax purposes the underwriters are treated as belonging in the UK for VAT purposes This Practice Note includes references to case law from the EU Court of Justice. For guidance...

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PRACTICE NOTES
Insurance Contract Law for Practitioners: Definition, Formation, Disclosure (CIDRA 2012/IA 2015), Policy Terms and Warranties, Interpretation, Claims and Late Payment, Fraud, Subrogation, Contribution and Third-Party Rights

What is insurance law? Insurance law divides into three strands: insurance contract law, setting the rules of the bargain between policyholders and insurers the law of intermediaries, governing insurance arranged via agents (as with the majority of placements) insurance company law, addressing prudential soundness, integrity and the supervision of insurers This Practice Note focuses chiefly on insurance contract law. For wider regulatory material, see our ‘regulation of insurance’ subtopic, including Insurance & Reinsurance—regulatory framework—overview and Insurance & Reinsurance—Regulated activities—overview. Reform of the insurance sector In January 2006, the Law Commission and the Scottish Law Commission (together, the Law Commissions) began consulting on modernising insurance contract law. Their programme was then separated into three streams: consumer insurance law reform: pre-contract disclosure and misrepresentation insurance contract law reform: business disclosure, warranties, insurers’ remedies for fraudulent claims, and late payment insurance contract law reform: insurable interest Consumer insurance law reform—pre-contract disclosure and misrepresentation ...

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