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Contents
- Preliminary Material
- Main Text
- Part I Financial Markets
- 1 Financial Markets and Exchanges
- Preliminary Material
- Introduction
- Origin and development
- Financial markets and instruments
- Markets and exchanges
- FinTech and RegTech
- Financial crisis and financial reform
- UK regulatory system
- Financial Services (Banking Reform) Act 2013
- Brexit
- Financial evolution
- 2 Exchange Review, Regulation, and Evolution
- Preliminary Material
- Introduction
- 2.01
- 2.02
- 2.03
- 2.04
- 2.05
- 2.06
- 2.07
- UK markets
- London Stock Exchange (LSE)
- LIFFE
- Intercontinental Exchange (ICE)
- ICE Futures Europe
- Euronext London Ltd
- Exchange regulation, structure, and operation
- Market and exchange evolution
- 3 UK Central Banking and Financial Stability
- Preliminary Material
- The Bank of England
- The Bank as banker
- The Bank and monetary policy
- The Bank’s money market operations
- The Bank and financial stability
- 1 Financial Markets and Exchanges
- Part II UK Securities Markets
- 4 Recognized Investment Exchanges (RIEs) and Recognized Clearing Houses (RCHs)
- Preliminary Material
- Introduction
- Regulation of CCPs under EMIR
- Regulation under the Financial Services and Markets Act 2000
- Conditions for exemption
- Power to refuse recognition on grounds of excessive regulatory provision
- Recognition requirements for UK bodies
- Default rules
- Recognition requirements for overseas bodies
- Supervision of recognized bodies
- Notification requirements
- Other provisions relating to financial markets and insolvency
- Competition
- Immunity under Section 291 of the FSMA
- The European framework
- MiFIR
- The Settlement Finality Directive
- 5 UK Listing, Prospectus, and Disclosure Regime
- Preliminary Material
- Introduction
- Listing Rules
- 5.10
- Preliminary (LR 1)
- Requirements for listing (LR 2)
- Listing applications (LR 3)
- Listing particulars for professional securities market and certain other securities (LR 4)
- Suspending, cancelling, and restoring listing and reverse takeovers (LR 5)
- Additional requirements for premium listing (commercial companies) (LR 6)
- Listing Principles and Premium Listing Principles (LR 7)
- Sponsors (LR 8)
- Continuing obligations (LR 9)
- Significant transactions (LR 10)
- Related party transactions (LR 11)
- Dealing in own securities and treasury shares (LR 12)
- Contents of circulars (LR 13)
- Standard listing (LR 14)
- Closed-ended investment funds (LR 15)
- Open-ended investment companies (LR 16)
- Debt and debt-like securities (LR 17)
- Certificates representing certain securities (LR 18)
- Securitized derivatives (LR 19)
- Miscellaneous securities (LR 20)
- Sovereign-controlled commercial companies (LR 21)
- Prospectus Regulation Rules
- Disclosure Guidance and Transparency Rules and Disclosure Requirements
- 5.107
- 5.108
- Public disclosure of inside information (Art. 17 of MAR and DTR 2)
- Insider lists (Art. 18 of MAR)
- Managers’ transactions (Art. 19 of MAR and DTR 3)
- Periodic financial reporting (DTR 4)
- Vote holder and issuer notification rules (DTR 5)
- Continuing obligations and access to information (DTR 6)
- Corporate governance (DTR 7)
- Primary information providers (DTR 8)
- 6 The Trading Architecture and Pre- and Post-Trade Transparency
- 7 Multilateral Trading Facilities (MTFs) and Organized Trading Facilities (OTFs)
- Preliminary Material
- Introduction
- History/development
- Regulatory challenges posed by alternative trading infrastructure
- MiFID I regime
- Requirement to operate a multilateral system as a regulated market, MTF or OTF
- 7.25
- 7.26
- 7.27
- Definitions of MTF and OTF: key differences
- Licensing requirement
- Obligations associated with the operation of an MTF or OTF
- Trading process and finalization of transactions
- Market transparency and integrity
- Systems and controls
- Pre-trade and post-trade transparency
- Record keeping, transaction reporting, and the supply of reference data
- Non-discriminatory access to clearing and the licensing of benchmarks
- Other provisions specific to MTFs
- Other provisions specific to OTFs
- MiFID passport
- Impact of Brexit
- UK regulation of MTFs and OTFs
- UK regulatory framework
- Licensing requirement: the requirement for authorization/exemption under the Financial Services and Markets Act 2000
- 7.78
- 7.79
- 7.80
- 7.81
- Operating an MTF or OTF (Articles 25D and 25DA of the RAO)
- Agreeing
- ‘Carried on in the United Kingdom’: territorial scope of the UK regime
- Interpretation of the term ‘carried on in the United Kingdom’: application of the regime to inward provision of services
- Overseas persons exclusion
- Dealing as principal or agent
- Arranging
- Agreeing
- Licensing alternatives for MTF operators: authorization vs recognition
- General regulatory obligations of authorized firms
- Differences between the regulation of (i) RIEs and (ii) MTFs and OTFs
- 7.117
- General
- Relationship with the FCA
- Regulated markets
- Admission of financial instruments
- Clearing and settlement
- Monitoring and enforcement
- Safeguards for investors
- Monitoring and enforcement
- Suspension and removal of instruments
- Fees
- Regulatory capital and liquidity requirements
- Exemption from liability
- Insolvency protections
- Competition
- Brexit
- 8 Transaction Reporting
- 4 Recognized Investment Exchanges (RIEs) and Recognized Clearing Houses (RCHs)
- Part III UK Derivatives, Money, and Debt Markets
- 9 London Stock Exchange: Regulation of the Main Market and Alternative Investment Market (AIM)
- 10 UK Government Debt Management and the Gilt Market
- Preliminary Material
- Introduction
- Status, Aim and Objectives of the United Kingdom Debt Management Office
- Debt management
- Relationship of the Debt Management Account to the National Loans Fund
- Objective of UK government debt management
- The gilt market
- Gilt market institutions and features
- Gilt-edged Market Makers
- Background and Essential Criteria for GEMMs
- Definition of a GEMM
- GEMM obligations
- Participation in primary issuance
- Market making
- Provision of data and information to the DMO
- GEMM privileges
- Auction bidding
- Preferred counterparty status
- Other privileges
- Rules of Relevant Exchanges and regulatory authorities
- DMO operations in the gilt market
- Editors’ Note
- 11 UK Derivatives and Commodities Markets
- Preliminary Material
- Introduction
- Derivatives
- 11.08
- 11.09
- 11.10
- 11.11
- 11.12
- 11.13
- 11.14
- Futures and forward transactions
- Traded and OTC options
- Forms of settlement
- Other types of derivative
- Underlying assets and other reference values
- Spot trading of commodities
- Regulatory framework
- Organized markets in the UK
- Regulated markets, multilateral trading facilities and organized trading facilities
- Closed markets: membership requirements
- Forms of trading
- Rules and trading procedures
- Transparency
- Documentation
- Technology infrastructure
- Clearing, settlement, and margin
- Dispute resolution
- Regulation
- The organized markets in London
- OTC markets in the UK
- The future of the UK markets
- Part IV UK Payment and Settlement
- 12 UK Payment Systems
- Preliminary Material
- IntroductionStatutory basis for oversight: The Banking Act 2009 (the Banking Act) and Financial Services (Banking Reform) Act 2013 (the 2013 Act)
- Importance of payment systems
- The Banking Act
- Payment systems recognized under the Banking Act
- Service providers to recognized payment systems
- RTGS
- CHAPS
- Bank powers under the Banking Act 2009
- Payment Systems Regulator
- International cooperation
- FMI Special Administration Regime (FMI SAR)
- Financial Markets and Insolvency (Settlement Finality) Regulations 1999
- 13 UK Settlement
- Preliminary Material
- General
- CREST
- Introduction/history
- Constitution and regulation
- Operation
- Other issues
- LCH Limited
- 12 UK Payment Systems
- Part V New Financial Technology in Financial Markets and Infrastructure
- 14 Fintech and Financial Markets Infrastructure—A Legal and Regulatory Perspective
- Preliminary Material
- Introduction
- Legal classification issues
- Conflicts of laws issues
- What is the law now and what is needed in the future?
- Payments systems
- What law and regulation is needed now?
- Securities trading
- Securities clearing
- Securities settlement
- Securities holding, deposit and custody
- Derivatives infrastructure
- Conclusion
- 15 Impact on Regulation of Financial Markets
- Preliminary Material
- 15.01
- 15.02
- 15.03
- 15.04
- 15.05
- 15.06
- 15.07
- 15.08
- 15.09
- 15.10
- 15.11
- Where are we now? Snapshot of fintech today
- Where are we heading?
- Impact on regulation
- 14 Fintech and Financial Markets Infrastructure—A Legal and Regulatory Perspective
- Part VI European Securities Markets Supervision
- 16 The European System of Financial Supervision
- Preliminary Material
- Introduction
- The European Systemic Risk Board
- The European Supervisory Authorities
- Key EU legislative instruments
- Objectives
- Technical standards
- No Action Letters
- Guidelines and recommendations
- Opinions
- Questions and Answers
- Consumer protection, including powers to prohibit or restrict financial activities temporarily
- Powers in case of breach of EU law
- Whistleblower Protection
- Actions in emergency situations
- Settlement of disagreements between national competent authorities
- Direct EU-level supervisory powers
- Systemic risk
- Collection of information
- Common supervisory culture
- Colleges of Supervisors
- EU instruments and legislative proposals that expand the powers of the ESAs
- Organization of the ESAs
- Joint bodies of the ESAs
- Accountability
- Impartiality
- Confidentiality
- Review
- Concluding remarks
- 17 Regulation and Consolidation of European Markets and Exchanges
- Preliminary Material
- Introduction
- The Integration of European Financial Markets
- Exchanges as the Traditional Marketplaces in EU Member States
- Regulation of the Trading Sector of Securities Markets: EU Markets in Financial Instruments Directive (MiFID) and EU Markets in Financial Instruments Regulation (MiFIR)
- Historical development
- Content of MiFID II and MiFIR
- Impact on third countries
- Further EU Legal Acts Regulating the Trade Sector of Securities Markets
- The Consolidated Admissions and Reporting Directive (CARD)
- The Prospectus Regulation
- The Transparency Directive (TD)
- The Market Abuse Regulation (MAR) and the Directive on criminal sanctions for market abuse (CRIM-MAD)
- The PRIIP-Regulation (Packaged Retail and Insurance-based Investment Products)
- The Securitization Regulation
- Covered Bonds Directive
- Short-Selling Regulation (SSR)
- The Takeover Bids Directive
- Regulation of the Post-Trading Sector of Securities Markets
- Regulation of the Market for Payments
- Consolidation of Exchanges and Financial Markets
- Conclusion
- 16 The European System of Financial Supervision
- Part VII International Securities, Including Markets and Clearing Systems
- 18 The Architecture of International Financial Regulation
- Preliminary Material
- Introduction
- Overview: the evolving international financial architecture
- The FSB
- Mandate
- Membership
- Regional consultative groups
- Organizational structure and governance
- Legal nature
- FSB activities
- Cooperation to maintain financial stability during market stress related to COVID-19
- International standards and standard-setting bodies
- 19 International Settlement
- Preliminary Material
- General
- Clearstream
- Euroclear
- Related international settlement issues
- 20 Global Custody
- 21 Credit Rating Agencies
- Preliminary Material
- Introduction
- History/development
- The role and function of the CRA
- The CRA industry
- Scope of the credit rating market
- Types of credit rating
- The ratings scales
- The ratings process
- Rating analysis
- The use of credit ratings in US legislation
- The use of credit ratings in European law
- Recognition regime for CRAs
- Recognition of NRSROs
- International market guidance and standards for CRAs
- IOSCO’s Statement of Principles and Code of Conduct Fundamentals
- Regulation of CRAs in the US
- Regulation of CRAs in the EU
- Controversy and problems identified with the CRAs
- Reforming regulation of the CRAs
- Conclusion
- 22 US Equity Market Structure
- Preliminary Material
- Introduction
- Overview of significant laws governing US equity markets
- US financial system regulators
- Regulated equity market participants
- The US equity market structure
- Regulation of trading
- Clearance and settlement
- 23 Hong Kong Markets and Exchanges
- Preliminary Material
- Introduction
- Background
- Hong Kong as Asia’s financial centre
- Financial law and regulation
- Financial regulatory framework
- Insurance
- Pensions
- Asset and wealth management
- Conclusion
- 24 Islamic Capital Markets
- Preliminary Material
- Introduction
- Principles of modern Islamic finance
- Shari’ah governance and standards
- Islamic capital markets
- Regulation of Islamic capital markets
- Legal issues
- Conclusion
- 18 The Architecture of International Financial Regulation
- Part I Financial Markets
- Further Material