Corporate Finance & M&A
FCA Authorisation
Specialist regulatory support for corporate finance advisers, M&A intermediaries, and firms arranging corporate transactions for businesses and investors.
Corporate Finance Regulatory Landscape
The corporate finance sector encompasses advisory services for mergers and acquisitions, capital raising, equity and debt financing, IPOs, and strategic corporate transactions. Firms in this space facilitate business sales, restructurings, and investment opportunities.
FCA regulation of corporate finance has evolved significantly under MiFID II and the Market Abuse Regulation (MAR), with heightened focus on conflicts of interest management, inside information handling, transaction reporting, and investor protection in complex corporate deals.
Successfully navigating authorisation requires demonstrating deep transaction experience, robust conflict management frameworks, and comprehensive due diligence processes that protect both corporate clients and investors throughout complex deal structures.
Typical Services
- Mergers and acquisitions advisory
- Capital raising and fundraising
- IPO and public listing advisory
- Corporate restructuring and refinancing
- Private equity and venture capital transactions
- Debt and equity underwriting
How We Support Corporate Finance Firms
- Business model scoping and permissions strategy
- Transaction experience assessment and presentation
- Senior Manager identification and team structuring
- Capital and financial resources planning
- Systems and infrastructure requirements
- Conflicts framework and information barriers design
- Complete Connect application and supporting documents
- Inside information and MAR compliance procedures
- Conflicts of interest management framework
- Corporate finance advisory agreements templates
- Transaction reporting arrangements and systems
- Compliance manual covering all regulatory obligations
- FCA query responses and clarifications
- Senior Manager interview preparation and coaching
- Additional documentation and evidence provision
- Conditional approval requirement fulfillment
- Post-authorisation compliance monitoring setup
- Ongoing regulatory advisory and updates
Required FCA Permissions
Corporate finance firms typically require multiple permissions depending on their transaction types.
Corporate Finance Advice
Advising companies on capital structure, strategy, mergers, acquisitions, and other corporate finance matters.
- Transaction experience
- Sector expertise
- Financial modeling
- Valuation methodologies
Arranging Deals in Investments
Facilitating transactions in securities, shares, bonds, and other investment instruments for corporate clients.
- Deal structuring capability
- Investor introduction
- Transaction documentation
- Regulatory disclosures
Underwriting
Guaranteeing the purchase of securities being issued, typically for IPOs or capital raises.
- Capital adequacy
- Risk assessment
- Syndication capability
- Market making
Advising on Investments
Providing investment recommendations to corporate clients or investors on securities and investment strategies.
- Investment analysis
- Due diligence frameworks
- Conflict management
- Research capabilities
Dealing in Investments (Principal)
Trading securities on own account, often in support of corporate finance transactions or market making.
- Trading infrastructure
- Risk management
- Position monitoring
- Capital requirements
Making Arrangements with a View to Transactions
Introducing parties and facilitating discussions that may lead to investment transactions.
- Client categorization
- Execution policies
- Inducements framework
- Record keeping
Permissions & scope
Which regulated activities the firm will carry on, and the exact permissions that follow from them. Everything downstream is scoped to this, so a permission asked for loosely is a business plan and a set of controls built against the wrong thing.
Business model
What the firm does, who for, and how it earns. The FCA tests whether the model is viable and whether the permissions being requested actually match it, rather than reading the two documents separately.
Governance & SM&CR
Who is accountable for what, and whether they are fit and proper for it. Senior manager responsibilities have to be mapped to named people and evidenced, not asserted in a paragraph.
Policies & controls
The procedures that make the model work in practice, and evidence they are followed rather than filed. A policy the firm cannot show operating is the most common gap at the gateway.
Financial resources
Capital, projections and an orderly wind-down. The figures have to agree with the business model rather than sit beside it, and the wind-down plan has to be costed.
Key Regulatory Requirements
Corporate finance firms must demonstrate compliance with MAR, MiFID II, and Prospectus frameworks.
Market Abuse Regulation (MAR) Compliance
- Inside information identification and handling procedures
- Insider lists maintenance and record-keeping
- Market sounding procedures for confidential deal discussions
- Suspicious transaction and order reporting (STOR)
- Prevention of unlawful disclosure of inside information
- Personal account dealing restrictions and monitoring
- Market manipulation detection and prevention
MiFID II Corporate Finance Requirements
- Organizational requirements and corporate governance
- Conflicts of interest identification and management
- Best execution obligations for transaction execution
- Client categorization (professional vs retail)
- Inducements and fee disclosure requirements
- Transaction reporting to FCA within required timeframes
- Record-keeping of advice, recommendations, and services
Prospectus Regulation (for Public Offerings)
- Prospectus approval and publication requirements
- Due diligence on prospectus contents and disclosures
- Responsibility statements and liability frameworks
- Supplementary prospectus for material changes
- Passporting of prospectuses across EEA (where applicable)
- Financial information and disclosure standards
- Working capital statements and financial projections
Conflicts of Interest Management
- Identification of conflicts across all business activities
- Chinese walls and information barriers between divisions
- Independent research and advisory separation
- Disclosure of material conflicts to clients
- Declining engagements where conflicts cannot be managed
- Staff dealing and personal account trading policies
- Related party transaction approval processes
Due Diligence and Know Your Client
- Comprehensive client due diligence and onboarding
- Beneficial ownership identification and verification
- Anti-money laundering (AML) and sanctions screening
- Source of funds and source of wealth verification
- Ongoing monitoring and periodic KYC refresh
- Enhanced due diligence for high-risk clients
- PEP (Politically Exposed Person) identification
Financial Resources and Capital Requirements
- Base capital: £125,000 for most corporate finance permissions
- Higher capital for dealing and underwriting activities
- Professional Indemnity Insurance: typically £1.6m minimum
- Own funds calculation including capital at risk
- Fixed overhead requirement (25% of previous year's costs)
- Wind-down planning and orderly cessation analysis
- Financial projections for minimum 3 years
Common Authorisation Challenges
Issues we frequently help corporate finance firms navigate during the FCA application process.
Demonstrating Transaction Experience
The FCA expects senior individuals to have significant M&A and corporate finance experience. We help showcase relevant transaction history, team credentials, and sector expertise through compelling narratives and documentation.
Inside Information Procedures
Managing inside information under MAR is critical for corporate finance. We implement comprehensive frameworks covering insider lists, wall-crossing procedures, market soundings, and suspicious transaction reporting.
Conflicts of Interest Framework
Corporate finance advisory often involves multiple parties with competing interests. We design robust conflict identification, assessment, and management frameworks including Chinese walls and disclosure protocols.
Capital Adequacy and PII
Meeting capital requirements and securing appropriate Professional Indemnity Insurance can be challenging. We model capital needs, structure resources efficiently, and connect firms with specialist insurance brokers.
Transaction Reporting
MiFID II transaction reporting obligations can be technically complex. We help firms implement reporting mechanisms, select appropriate reporting solutions, or arrange ARM (Approved Reporting Mechanism) relationships.
Client Categorization
Properly categorizing corporate clients as professional or retail impacts regulatory requirements. We provide frameworks for categorization, opt-up procedures, and appropriate documentation for different client types.
Frequently Asked Questions
How do corporate finance firms demonstrate transaction experience to the FCA?
The FCA expects senior individuals to have significant M&A and corporate finance experience. We help showcase relevant transaction history, team credentials, and sector expertise through compelling narratives and documentation.
How should corporate finance firms manage inside information under MAR?
Managing inside information under MAR is critical for corporate finance. We implement comprehensive frameworks covering insider lists, wall-crossing procedures, market soundings, and suspicious transaction reporting.
What conflicts of interest framework do corporate finance firms need?
Corporate finance advisory often involves multiple parties with competing interests. We design robust conflict identification, assessment, and management frameworks including Chinese walls and disclosure protocols.
How do corporate finance firms meet capital and PII requirements?
Meeting capital requirements and securing appropriate Professional Indemnity Insurance can be challenging. We model capital needs, structure resources efficiently, and connect firms with specialist insurance brokers.
How does MiFID II transaction reporting work for corporate finance?
MiFID II transaction reporting obligations can be technically complex. We help firms implement reporting mechanisms, select appropriate reporting solutions, or arrange ARM (Approved Reporting Mechanism) relationships.
How should corporate finance firms categorise clients?
Properly categorizing corporate clients as professional or retail impacts regulatory requirements. We provide frameworks for categorization, opt-up procedures, and appropriate documentation for different client types.
Related Services
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Learn more →Ready to Get Authorised?
Speak with our corporate finance regulatory specialists to discuss your FCA authorisation.
Phone: 0330 133 0811
Email: contact@memaconsultants.com