Jurisdiction(s):
United Kingdom

FCA Consumer Duty: Scope, exclusions and distribution-chain responsibilities for wholesale firms, including material influence, proportionality, Four Outcomes, and interaction with PROD and retail disclosure rules (UK)

Published by a LexisNexis Financial Services expert

Practice notes

Introduction

This Practice Note explores the implications of the Financial Conduct Authority’s (FCA) Consumer Duty for wholesale firms. For the purposes of this note, a wholesale firm broadly means a firm active in the wholesale financial services markets that lacks a direct relationship with retail customers for the relevant product or service offered. Because the Consumer Duty is confined to a firm’s retail market business, and to financial promotions that are addressed to, or distributed so they are likely to reach, a retail customer, some wholesale activities fall outside the scope of the Duty. However, where a firm operates within a distribution chain that ultimately involves an end retail customer, the Consumer Duty applies to the extent the wholesale firm determines or materially shapes retail customer outcomes in practice. This Practice Note examines the scoping analysis for wholesale firms, including relevant exclusions, the concept of material influence, and the proportionate application of the Consumer Duty across applicable activities. For those aspects of a wholesale firm’s business that are within scope of the Consumer Duty, it outlines a series of key considerations in relation to each cross-cutting obligation and each of the applicable areas and aspects in scope...

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Borja Ruiz de Gopegui

Freshfields

Borja is a member of the Freshfields’ financial services regulatory team in London. He advises a wide range of clients on financial services and regulatory matters in both an advisory and transactional context. Borja regularly advises clients on the impact of regulatory changes and regulatory developments....

Christopher Chan

Freshfields

Christopher is an associate in Freshfields’ financial services regulatory group. He has a wide range of financial services and regulatory experience in both an advisory and transactional context. Christopher regularly advises clients on both new and ongoing obligations, including consumer duty requirements. ...

Elisabeth Øverland

Freshfields

Elisabeth is a counsel in Freshfields' London financial services regulatory group where her practice covers a wide range of financial services and regulatory matters. Elisabeth advises investment banks, asset managers, exchanges, market infrastructure providers, private wealth advisers, sovereign wealth funds and industry groups. She has extensive experience of advising clients on UK and EU regulatory reform and implementation, including cross-border impacts. Her recent work has included advising clients on ESG and consumer duty requirements, as well as post-Brexit regulatory implications, MiFID II/MiFIR developments, regulatory capital, market abuse and derivatives regulation....

Web page updated on 21/05/2026

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