United Kingdom: Securities

The UK Government has introduced draft legislation for a new Securities Transfer Tax (STT) that will replace stamp duty and SDRT by 2027, while also publishing its fifth annual report on the National Security and Investment regime showing increased scrutiny of acquisitions in sensitive sectors. The Takeover Panel has proposed amendments to streamline reverse takeover procedures and put-up-or-shut-up deadlines, alongside changes making trust information in the Register of Overseas Entities more accessible to

The Government has published draft legislation introducing a new Securities Transfer Tax (STT) – a single, mandatory tax on the transfer of securities that will replace both stamp duty...

ESMA has published its 2025 Report on Quality and Use of Data (“Report”), the 6th edition of its annual review across the regulatory reporting regimes within ESMA’s remit.

The European Union's Listing Act package has introduced its final wave of changes to the Prospectus Regulation, fundamentally reshaping how debt capital markets participants must structure and present offering documents. These reforms include mandatory sequencing requirements, consolidated disclosure annexes, and new ESG-specific disclosure obligations that will affect issuers, underwriters, and legal advisors across EU regulated markets.

U.K. businesses offering employee share plans, growth shares, or share awards during the 2025/26 tax year face a critical July 6, 2026 deadline for employment-related securities filings. Missing this deadline triggers automatic penalties and could result in the loss of valuable tax-favored treatment for certain share schemes. Understanding the registration, self-certification, and reporting requirements is essential to maintain compliance and preserve tax advantages.

Amendments to the EU Market Abuse Regulation (EU MAR), made by the EU Listing Act (2024/2809), take effect on 5 June 2026. The amendments relate to when inside information has to be disclosed where there are intermediate steps in a protracted process.

Regulators and Approved Reporting Mechanisms (ARMs) face the complex challenge of determining which financial transactions must be reported under MiFIR regulations. The Financial Instruments Reference Data Systems (FIRDS) serves as the critical infrastructure enabling this determination, but how exactly does this system work and what are its limitations?

This monthly newsletter from Katten highlights critical regulatory developments affecting UK and European financial markets, including reforms to the Senior Managers and Certification Regime, new short-selling rules, and changes to the National Security and Investment Act. The publication examines how these evolving frameworks balance regulatory accountability with reduced administrative burden for financial services firms.

Companies operating employee share plans and management incentive arrangements must prepare and submit annual returns to HMRC by 6 July 2026, with penalties starting at £100 for late filing.