What Did the FCA Find?
In its July 2025 Market Cleanliness (MC) report, the Financial Conduct Authority (FCA) disclosed that 37.8% of UK takeover targets experienced unusual share price movement in the 48 hours before a firm or possible offer announcement in 2024. This is above the five-year average of 32%.
This figure is not directly comparable to previous years due to a revised methodology that now includes intraday trading variables to better adjust for market volatility.
Other analysis have found that around 38 to 40 percent of UK takeover announcements were preceded by abnormal trading or media speculation, sometimes resulting in "forced announcements."
Why It Matters
Leaks and strategic disclosures are on the rise. From April 2024 to May 2025, about 38 percent of UK takeover deals leaked to the media before official announcements. This exceeds the global average of 31 percent for billion-dollar deals.
Price movements before announcements can be triggered by legitimate speculation, such as analyst commentary. However, the FCA treats such movements as potential red flags, particularly where insider dealing or strategic leaks may be involved.
What This Means for Insider List Protocols
Vigilance Around Takeover Processes
Maintaining strict secrecy under MAR and the UK Takeover Code is essential. Any breach, whether strategic or accidental, can lead to regulatory investigation. Insider lists should reflect tight access control and rigorous confidentiality protocols during M&A activity.
Expand Oversight Beyond Excel Logs
With a rise in MC metrics, firms should move away from spreadsheets. Insider list automation platforms can provide better control by supporting event-based updates, permissioned access, digital signatures, version tracking, and auditable logs.
Train, Remind, Monitor
All insiders should understand the legal and reputational risks of leaking information. Insider list accuracy should be reviewed regularly, especially during transactions. Wall-crossing protocols should be followed and documented.
Recommended Actions for Insider List Managers
- Review and update your insider lists to ensure they accurately capture the correct details of insiders.
- Ensure that reasonable steps have been taken to secure acknowledgments.
- Update confidentiality protocols and reissue reminders about handling of inside information.
- Implement automation tools to streamline list updates and minimize manual error.
- Monitor abnormal trading indicators and escalate potential risks to compliance.
- Continue regular training across legal, compliance, and business units on MAR obligations.
Final Takeaway
The FCA’s updated Market Cleanliness data highlights the ongoing risks related to insider information, particularly during takeover events. Firms must take a proactive and rigorous approach to insider list management. By combining clear policy, automation, and oversight, organizations can better protect market integrity and reduce regulatory exposure.
