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Understanding FCA S178: A Comprehensive Guide to Change in Control Notifications

The FCA's updated guidance on acquisitions and increases in control (FG24/5), effective 1st November 2024, replaces previous Joint European Supervisory Authority guidelines. It provides a detailed framework for understanding and complying with the change in control regime, including identifying controllers, notification procedures, assessment criteria, and potential conditions for approval. Get in touch with us at https://complianceconsultant.org, Email info@complianceconsultant.org or in the UK call on 0800 689 0190.

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Understanding FCA S178: A Comprehensive Guide to Change in Control Notifications

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  1. 5 Minute Silent Webinars

  2. FCA S178 Change in Control Notice An overview of the FCA's S178 Change in Control notification requirements, covering key triggers, consequences of non-compliance, and best practices.

  3. Overview of FCA S178 Requirements Purpose Scope The FCA's S178 rule requires notifying the regulator of any proposed changes in control of an authorised firm. This applies to all firms authorised by the FCA, including banks, insurers, and investment firms. It ensures transparency and safeguards against potential risks.

  4. Key Triggers for Change in Control Notice Acquisition Merger When one entity acquires a controlling interest in another firm. When two or more firms combine to form a single entity. Transfer of Control When control of a firm is transferred from one individual or group to another.

  5. Consequences of Failing to Notify the FCA Penalties Reputational Damage Firms can face significant fines and other sanctions. Failure to comply can harm a firm's reputation and credibility. Regulatory Action The FCA may take enforcement actions, including restricting or revoking authorization.

  6. Information to Include in a S178 Notice Details about the proposing acquirer, including their business and financial information. 1 Information about the target firm, including its authorised activities and financial position. 2 A clear description of the proposed change in control and its implications. 3 Assessment of the potential risks and impact of the change on the firm's business and customers. 4 Proposed measures to mitigate any identified risks and ensure compliance with FCA rules. 5

  7. FCA Review and Approval Process The FCA reviews the submitted notice to ensure completeness and accuracy. They conduct due diligence and assess the potential impact of the proposed change. The FCA may request further information or clarification from the parties involved. They notify the parties of their decision, either approving or rejecting the proposed change.

  8. Common Challenges and Best Practices Complexity 1 2 Timing 3 Communication 4 Compliance Navigating the FCA's S178 process requires careful planning, clear communication, and adherence to regulatory guidelines.

  9. If you have any burning questions, please contact us

  10. If you have any burning questions, please contact us

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