Capital markets reform

Since 2020, government reviews and consultations have sought to explore and propose reforms of the listing rules, with the faculty fully engaged in the debate. Some of the specific reforms are described below.

The UK Listings Review, chaired by Lord Hill and launched by the Chancellor on 19 November 2020, explored a number of remedies including the introduction of dual class share structures (DCSS) and suggested that the process of secondary capital raising be reviewed..

It was suggested that allowing companies with dual classes of share to have a premium listing could encourage innovative, often founder-led, companies onto public markets sooner, and so broaden the listed investment landscape for investors in the UK.

In its representation to the UK Secondary Capital Raising Review, ICAEW expressed some reservations about dual class share structures, not least because of a potential reduction in investor protection. “It does increase the possibility – albeit remote – that when individuals control public companies, things can go wrong,” Petrie says. “That’s not necessarily a function of the share structure, but because B class shares are more common in tech companies that have witnessed a valuation boom in recent years. Nonetheless, we do not oppose DCSS but we do think that investors ought to be free to make the choice in full knowledge of the increased risk.”

In June 2025, ICAEW called on the UK government to evolve the role of reporting accountants to better support its growth agenda in the evolving landscape of capital markets. To support this view, the Corporate Finance Faculty produced a policy document titled ‘The value of independent assurance in capital market transactions’.

The paper outlines the key principles that evolution should apply and the pitfalls that must be avoided, as well as a valuable analysis of the context within which reporting accountants operate. It offers a summary of the changing UK capital markets landscape, insights into the capital markets ecosystems and the UK model today, as well as the impact of recent FCA guidance changes.

• Find out more
• Download the full paper

The Edinburgh Reforms announced in December 2022 outlined a strategy to drive growth and competitiveness in the financial services sector. Further details of listing reform were outlined in the Chancellor’s Mansion House speech in July 2023 which set a clear pathway to reforming the regulation.

Turning these policy objectives into reality was the focus of much of the faculty’s policy work in 2023. To support this vision, we were delighted to welcome Andrew Griffith MP, then Economic Secretary to the Treasury, and a former corporate financier, as one of guest speakers at our Annual Reception in November 2023.

In 2024, we continued to contribute to policy measures intended to re-energise London’s capital markets, including a consultation by HM Treasury on proposals to develop a new platform, the Private Intermittent Securities and Capital Exchange System (PISCES), which would allow private companies to trade their securities in a controlled environment and on an intermittent basis; and a consultation on the development of the public offers and admission to trading regime to replace the prospectus regime. Draft legislation was also drawn up for a new market for trading of private company shares to provide new liquidity and investment opportunities for shareholders.

In 2025 our reporting accountant group continues to engage with regulators and exchanges and consult other market participants, to help inform ICAEW’s scrutiny of and contributions to policymaking and new rules.

• Powering up public offerings
• Tough times for fundraising

• UK capital markets reform gathers pace
• Modernising London's listing rules