Executive Summary
- What’s new: The FCA’s newly published Consultation Paper 26/14 proposes changes to the rules governing the publication of investment research during the equity IPO process.
- Why it matters: The changes, if adopted, would allow UK IPOs to be completed more quickly, reducing market risk and costs for issuers and addressing the competitive disadvantage the current rules create relative to other listing venues.
- What to do next: Companies considering a UK IPO and their advisers may want to review the consultation paper to weigh the implications for an IPO process if the rules are changed.
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On 27 April 2026, the Financial Conduct Authority (FCA) published Consultation Paper 26/14: Changes to Information Flows for UK Equity IPOs, which proposes changes to the rules governing the publication of investment research during the equity IPO process.
In particular, the FCA proposes removing rules in the Conduct of Business Sourcebook (COBS Rules) that:
- Typically impose a seven-day waiting period between the publication of an FCA-approved prospectus or registration document and connected research on an IPO.
- Require firms to provide independent analysts with the same information as their own research analysts.
The proposed changes would allow UK IPOs to be completed more quickly, reducing market risk and costs for issuers. The current rules, when introduced in 2018, effectively added at least seven days to the public period of every UK IPO. At a time when IPO timelines are shortening globally, this delay puts the UK at a competitive disadvantage relative to other listing venues.
The consultation closes on 29 May 2026. The FCA has not indicated the likely timing for publishing final rules.
Background
In 2018, the FCA introduced a package of rules designed to improve the quality and availability of information during the IPO process. The rules were designed to encourage the production of independent (or “unconnected”) research during the IPO process and to address concerns about potential bias in research published by banks involved in the transaction (“connected” research).
A key feature of those reforms is a requirement that connected research cannot be published until at least one day (in cases where a joint briefing with connected and unconnected analysts has taken place) or seven days (in all other cases, which has been mostly the case in UK IPOs) after the publication of an FCA-approved registration document or prospectus.
This period is intended to provide unconnected analysts time to request information and produce their own research ahead of a company publishing an announcement confirming its intention to float and the connected analysts publishing their research.
However, the COBS Rules have not had the intended effect. Issuers have rarely, if ever, used the option to hold joint connected and unconnected analyst briefings, meaning the seven-day delay applies by default and puts the UK at a competitive disadvantage as compared with other jurisdictions.
The FCA also acknowledges that the COBS Rules have not led to unconnected research being published frequently or consistently, and that any unconnected research reports that have been produced have generally been limited in detail and not widely distributed. Even with the seven-day delay, unconnected analysts are unable to produce research of the same quality as connected analysts in such a short time frame.
In addition, the current process has created burdens and additional costs for IPO issuers. For example, the requirement to provide equal information to connected and unconnected analysts adds considerable friction to the overall IPO process and may impede the flow of information to connected analysts, whilst the screening of unconnected analysts and ongoing monitoring of the distribution of information by the syndicate banks to ensure equality of information is costly and complex for issuers.
The FCA’s Proposals
The FCA is now consulting on proposed changes to the COBS Rules concerning the flow of information in Chapter 11A of the COBS Rules:
- Removal of the seven-day waiting period: The FCA proposes removing the mandatory seven-day waiting period so that connected research may be published at the same time as the FCA-approved registration document or prospectus.
- Removal of equal information sharing requirements: The FCA proposes removing the current prohibition on communication between connected analysts and IPO issuers, which applies unless syndicate banks identify a range of unconnected analysts and share equal information with unconnected and connected analysts. The associated record-keeping requirements would also fall away.
The FCA is not currently proposing to change the requirement that firms first publish an FCA-approved registration document (or less commonly, a prospectus) before publishing connected research. However, firms would be able to publish the approved registration document or prospectus at the same time as any connected research.
The FCA’s current view is that publication of an FCA-approved registration document or prospectus at the start of the IPO process remains beneficial because it gives investors access to a greater range of information on an IPO issuer at an earlier stage. In turn, this leads to a more robust price discovery process during the IPO process.
Moreover, the publication of an FCA-approved document at the start of the IPO process ensures the registration document/prospectus remains the central disclosure document in the IPO process, which was a key aim of the 2018 reforms to the COBS Rules.
The industry has mixed views on the utility and benefits of preparing and publishing a registration document or prospectus at the start of the IPO process, given the costs involved. The FCA is consulting on potential alternative approaches.
Prior to the adoption of the COBS Rules in 2018, a registration document or prospectus was only made available one or two weeks after publication of the connected research, i.e., following completion of a period of investor education and immediately prior to the start of the management roadshow.
Practical Implications
The practical effect of these proposals would be to shorten the period between launch and pricing of the IPO, thereby reducing the period when the IPO is in the public domain and subject to market risk. This would bring the UK more closely in line with other European jurisdictions, where recent IPOs have priced in as few as nine to 12 days from the initial announcement of a company’s intention to float.
The proposals should be viewed as part of the broader effort to make the London markets more attractive for both new and existing issuers. The FCA’s new prospectus rules took effect earlier this year (see our 19 January 2026 client alert “The Wait Is Over: New UK Public Offers and Admissions to Trading Regime Takes Effect”), and the new UK Listing Rules have applied since July 2024.
Senior knowledge strategy lawyer Beliz McKenzie contributed to this client alert.
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.