Equity Capital Markets
The Equity Capital Markets division focuses on regional and cross-border commercial, regulatory and legal issues.
The Equity Capital Markets (ECM) division works to develop efficient and coordinated equity-raising transactions in Europe, the Middle East, and emerging market jurisdictions. AFME staff work with teams of experts from member firms on projects ranging from informal discussion groups to formal responses to government consultations.
Equity Capital Markets division priorities
- Providing members with a forum to discuss industry issues and concerns.
- Eliminating the inefficiencies in market practice and regulation that increase cost and impede capital formation.
- Facilitating the development of good practice, industry standards and form documentation.
- Contributing industry expertise to informed debates about regulation.
- Serving as a resource to help policy makers, media and private individuals understand the equity capital markets.
Standard forms and documents
To access AFME’s Equity Capital Markets Standard Forms and Documents click on the links below.
- AFME - Model ECM Block Trade Agreement (Backstop)
- AFME - Model ECM Block Trade Agreement (Without backstop)
- AFME - Model Agreement Among Underwriters (Equities - English Law)
- AFME - Model Confidentiality Agreement for Block Trades
- AFME - Model Confidentiality Agreement for Listed Issuers
- AFME - Model ECM Research Guidelines
- AFME - Block Trade Lock-Ups Guidelines for Increased Transparency
- AFME - Model ECM Block Trade Agreements - explanatory memo
- AFME- Practices and Procedures with Respect to Research Meetings/Material Prior to the Award of a Capital Markets Mandate
- AFME - Model – Selling Restrictions for Equity (EEA and UK)
- AFME - Block Trade Procedures – Volcker Rule/Investment Company Act
- AFME – Protocol (including documentary legends) on MiFID II Product Governance Regime for Equity Capital Markets (15 December 2017)
- AFME - Guidance Note on Allocation Record Keeping Requirements for Equity Capital Markets (18 December 2017): This guidance note has been developed to assist firms in relation to the allocation record keeping requirements for equity capital markets transactions under MiFID II Articles 16 and 23, Delegated Regulation (EU) 2017/565 Articles 38-41 and the associated ESMA Q&A.
- AFME – Note on Application of the MiFID II Allocation and Product Governance requirements to global Equity Capital Markets deals (19 December 2017): This note has been developed to assist firms involved in cross border equity capital markets deals in relation to the allocation and/or product governance requirements under MiFID II.
Recent consultation responses
- Consultation Response: FCA Primary Market Bulletin No. 18:This response sets out AFME’s views on the following Technical Notes (TNs) in PMB 18: TN 708.3 (sponsors’ obligations on financial position and prospects procedures), TN 718.1 (sponsors’ duty regarding directors of listed companies), TN 719.1 (sponsors’ obligations on established procedures), and TN 720.1 (sponsors’ obligations on no adverse impact).
- Mark-up of Technical Notes 708.3, 718.1, 719.1 and 720.1 related to FCA Primary Market Bulletin No. 18: This document sets out AFME’s mark-ups of each of the four Technical Notes that it addresses in its response to FCA Primary Market Bulletin No. 18, and shows the changes that AFME proposes to the text drafted by the FCA. This document should be read in conjunction AFME’s consultation response to FCA Primary Market Bulletin No. 18.
- Consultation Response: FCA CP 17/21 – Proposal to Create a New Premium Listing Category for Sovereign Controlled Companies: This document (dated October 2017) sets out AFME’s response in respect of the FCA’s proposal to create a new premium listing category for sovereign controlled companies. This response should be read in conjunction with FCA Consultation Paper 17/21.
- Consultation Response: FCA CP 17/5 (June 2017) – Reforming the availability of information in the UK Equity IPO Process: This document sets out AFME’s general response to the FCA’s proposal to improve the timing, sequencing and quality of information being provided to market participants in the UK IPO process. This response should be read in parallel with AFME’s response to question 10 of CP 17/5 and the FCA’s proposed changes to COBS 12.2.21A G.
- Consultation Response: FCA CP 17/5 - Question 10 (June 2017): This document responds to question 10 from FCA CP 17/5 and sets out AFME’s views on whether the handling and disclosure of inside information in the IPO process, particularly in the context of analyst presentations, is consistent with the Market Abuse Regulation. This response should be read in conjunction with AFME’s general response to CP 17/5 and AFME’s response the FCA’s proposed changes to COBS 12.2.21A G.
- Consultation Response: FCA CP 17/5 – Proposed changes to COBS 12.2.21A G (June 2017): This document sets out AFME’s views on the FCA’s proposal regarding connected research analyst interactions with an issuer, financial sponsor or corporate finance adviser during the ‘pitch’ phase for underwriting or placing services. Appendix 2 to this document sets out AFME’s mark-ups of the FCA’s proposed changes to COBS 12.2.21A G. This document should be read in conjunction with AFME’s general response to CP 17/5 and AFME’s response to question 10 from FCA CP 17/5.
Recent briefing notes
- Briefing Note: MiFID II - Status of Pre-Deal Research: This briefing note (dated 7 February 2017) sets out a summary of AFME’s views on ESMA’s interpretation of the applicability of Article 12(3)(b) of the MiFID II Delegated Directive with respect to independent pre-deal research and accompanying investor education meetings being designated as a minor-nonmonetary benefit.
- Briefing Note: Telephone Taping and Equity Capital Markets Transactions (20 December 2017): This note considers how the FCA’s telephone taping rules set out in PS 17/14 (published in July 2017 to transpose the MiFID II requirements into UK law) apply to the activities of investment banks relating to certain equity capital markets transactions.
- Briefing Note: Prospectus Regulation Level 2 Measures: This briefing paper (dated 12 June 2017) sets out AFME’s recommendations in respect of the European Commission’s request to ESMA (dated 28 February 2017) for technical advice on possible delegated acts concerning the Prospectus Regulation
ECM Division board
Jon Grussing, Chair