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Controllers regime


This Overview is a guide to the Financial Services content within the Controllers regime subtopic, with links to the appropriate materials.

Change in control

Part XII of the Financial Services and Markets Act 2000 (FSMA 2000) requires controllers and proposed controllers to seek approval from the Financial Conduct Authority (FCA) or the Prudential Regulation Authority (PRA) before acquiring or increasing control in a UK authorised firm, and to notify the relevant regulator before decreasing or ceasing control in a firm. Regulated firms must also notify the relevant regulator of proposed or actual changes in control. The PRA requirements are set out in the Change in Control Part of the PRA Rulebook, and the FCA requirements are set out in Chapter 11 of the Supervision manual in the FCA Handbook (SUP 11).

For practical steps that controllers and proposed controllers need to consider when acquiring/increasing or disposing/decreasing control, see Change in control process—checklist.

Legislative background

The Acquisitions Directive (Directive 2007/44/EC) established a harmonised framework for the prudential assessment of acquisitions and increases of holdings in the EU financial sector. The provisions of the Directive

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FSB reports on vulnerabilities in non-bank commercial real estate (CRE) investors

The Financial Stability Board (FSB) has published a report analysing the vulnerabilities in non-bank commercial real estate (CRE) investors, identifying liquidity mismatches, high leverage, and valuation opacity as key risks. These issues, particularly in real estate investment trusts (REITs) and property funds, could pose systemic threats due to their close financial ties with banks. The report calls for improved data to enhance risk monitoring and urges the implementation of existing recommendations to address liquidity concerns. While the CRE market has remained stable, the FSB warns of ongoing risks from structural changes and climate-related pressures.

FCA publishes 2025–2030 strategy

The Financial Conduct Authority (FCA) has published its 2025–2030 strategy, outlining a five-year plan in which it aims to deepen trust, rebalance its approach to risk, support economic growth and improve lives. The strategy is structured around four priorities: becoming a smarter regulator, supporting growth, helping consumers navigate their financial lives and fighting financial crime. The strategy aims to improve operational efficiency through reforms to supervision, digitisation of processes and reductions in data collection requirements. It also includes commitments to enhance market integrity, protect consumers and promote a competitive financial services environment. A speech by the FCA’s chief operating officer Emily Shepperd, addressing the Association of British Insurers (ABI), accompanies the strategy.

EMIR 3—ESMA publishes final report specifying the conditions of the active account requirement

The European Securities and Markets Authority (ESMA) has published its final report setting out draft Regulatory Technical Standards (RTS) concerning the active account requirement (AAR) under the European Market Infrastructure Regulation (EU) 2024/2987 (EMIR 3). Based on feedback received during the public consultation, ESMA has adjusted the operational conditions and stress-testing requirements associated with the AAR. The report outlines simplified reporting requirements, clarifies the representativeness obligation, and provides further detail on the operational conditions. ESMA will submit the report and draft RTS to the European Commission, which has a three-month period for endorsement. The RTS will then be subject to review by the European Parliament and the Council of the EU.

EU agrees to shorten securities settlement cycle to T+1 under CSDR amendment

The Council of the EU and the European Parliament have provisionally agreed to amend the EU Central Securities Depositories Regulation (CSDR) (Regulation (EU) 909/2014) to shorten the standard settlement cycle for securities transactions executed on EU trading venues, from two business days (T+2) to one business day after the trade date (T+1). The change, proposed by the European Commission on 12 February 2025, aims to improve post-trade efficiency, align EU practices with global markets, and enhance the competitiveness of EU capital markets. An exemption will apply to certain securities financing transactions (SFTs), provided they are documented as single transactions comprising two linked operations. The new rules are expected to be formally adopted and will apply from 11 October 2027.

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