Corporate law update: 16 - 29 August 2025

This week:

• The London Stock Exchange receives approval to operate the UK’s first PISCES platform and publishes draft rules for its new Private Securities Market
• Other items

London Stock Exchange approved as first operator of a PISCES platform

The Financial Conduct Authority (FCA) has officially announced that the London Stock Exchange (the Exchange) has been given approval to operate a platform within the new PISCES sandbox.

The PISCES (short for Private Intermittent Securities and Capital Exchange System) sandbox is a new framework to allow sophisticated investors to buy and trade securities in public and private companies in a controlled environment away from the primary capital markets, subject to a more proportionate disclosure and market manipulation regime.

The sandbox creates a new regulatory perimeter within which operators can establish their own platform (known as a PISCES). Securities on a PISCES will trade intermittently during so-called “trading windows” set by the PISCES operator.

The PISCES perimeter is operating initially in a financial services “sandbox” so that it can be properly assessed in controlled conditions. The Government will then decide whether to make it permanent.

The Exchange is the first organisation to receive approval to operate a PISCES.

Alongside the approval, and following its previous announcement in June 2025, the Exchange has announced the launch of its new Private Securities Market, the first PISCES within the sandbox.

The Exchange’s market notice describes the Private Securities Market as designed to “create a seamless funding journey for early stage, scaling and mature private businesses, by providing better connectivity between the private and public markets and creating a market ecosystem, tailored to the needs of the private companies whilst also giving access to a wider range of investors”.

Alongside its announcement, the Exchange has published draft rulebooks for the new market. The key aspects of the Private Securities Market will be as follows.

• A company wishing to join the Private Securities Market will need to meet certain eligibility criteria. Specifically, the company will need to satisfy at least two of the following three criteria:
  • it has conducted a debt or equity fundraise of at least £10m (or equivalent) that included a material participation of experienced independent investors within the preceding 3 years;
  • its total assets are at least £20m (or equivalent) based on its latest audited financial statements; and
  • its annual turnover is at least £10m (or equivalent) based on its latest audited financial statements.
• In addition, the company will need to obtain approval from its shareholders by ordinary resolution to join the Market, ensure its shares are dematerialised to allow for electronic settlement, have at least two directors, and possibly amend its constitution to ensure it complies with the Market rules (e.g. to ensure its shares are freely transferable during auction windows).
• Investors wishing to trade on the Private Securities Market will be vetted by a “Registered Auction Agent”, who will carry out an eligibility assessment. (Only certain sophisticated categories of investor are permitted to buy securities admitted to a PISCES.)
• Shares on the Market will be sold in controlled auctions through one or more Registered Auction Agents. Participant companies will need to decide whether to hold “open” or “permissioned” auctions and how frequently. “Permissioned auctions” will allow companies, subject to certain conditions, to exclude certain investors from buying and/or selling their shares. A company can choose to conduct a single “one-off” auction, with no further scheduled auctions, if it wishes.
• The Exchange will create a “disclosure portal” for each participant company, where the company will need to publish its disclosures at the start of an auction. The Exchange has opted to require participant companies to make only the “core disclosures” mandated by the FCA, five days before an auction starts. Companies will be permitted to make additional disclosures at the same time.
• The disclosure portal will include an integrated Q&A facility to allow investors to raise questions with the participant company. Investor questions will be visible only to the participant company, and the company will be able to choose which questions it responds to, but responses will be available to all eligible investors through the disclosure portal.
• Companies on the Private Securities Market must continue to meet the eligibility criteria on an ongoing basis. Unlike for AIM, there is no requirement to appoint an adviser to assist with this, and so it is critical that participant companies understand their obligations at all times.
• A company will be able to leave the Market on three months’ notice. It will need to conduct a final auction to do so.

The Exchange has asked for comments and feedback on the draft rulebooks by close of business on 9 September 2025.

Read the FCA’s press release on the approval of the London Stock Exchange as a PISCES operator

Access the FCA’s PISCES approval notice for the London Stock Exchange (PDF)

Read the London Stock Exchange’s market notice on the launch of the Private Securities Market (PDF)

Access the draft rulebook for the London Stock Exchange’s Private Securities Market (PDF)

Other items

The Serious Fraud Office (SFO) and the Crown Prosecution Service (CPS) have updated their joint prosecution guidance, which sets out the common approach they will take when prosecuting corporate offences in England and Wales. The guidance, which already specifically addressed the corporate offences of failure to prevent bribery and failure to prevent the facilitation of tax evasion, now also covers the new offence of failure to prevent fraud and the new statutory “identification doctrine”, under which corporates can be criminally liable for certain offences committed by their senior managers.

Access the updated Joint SFO-CPS Corporate Prosecution Guidance