Inside Information Controls at Corporate Finance Firms

The Financial Conduct Authority (FCA), in line with broader priorities from HM Treasury, has published Market Watch 83, highlighting market abuse regulation and abuse risks, as well as systems & controls weaknesses observed at corporate finance firms. Market Watch 83 focuses on handling inside information, FCA market abuse regulation, and personal account dealing (PAD) arrangements.

Why this matters

Weak governance over who is contacted, how, and when recipients are wall-crossed, and how information flows after approval can lead to unlawful disclosure and enforcement risk. Firms are responsible for reviewing whether their frameworks align with the FCA’s expectations.

Key observations

Market abuse regulation and governance:

Excessive or poorly justified outreach to Market Abuse Regulation Sounding Recipients (MSRs) increases the risk of disclosure. Firms often lack a clear rationale and documentation for each contact. 

Gatekeeper arrangements lose control post-approval:

Even where “gatekeepers” approve soundings, subsequent email/messaging distribution can extend inside information beyond intended recipients, sometimes before wall-crossing is complete. 

Inside information identification and record-keeping:

Logs of who received what, when, and under what safeguards are incomplete in some firms, which limits auditability and hinders supervisory review. 

PAD and conflicts:

Weak PAD controls and ineffective conflict management create avenues for the misuse or appearance of misuse of confidential information. 

FCA compliance expectations

The FCA expects firms to ensure that inside information controls are adequate in practice, not just on paper. In particular:

  • Justify and document inclusion of each MSR; keep contemporaneous records of consents, wall-crossing status and timelines.
  • Maintain control of information flows beyond initial gatekeeper approval; minimise onward sharing and ensure recipients are wall-crossed before disclosure, in line with the FCA’s disclosure guidance.
  • Strengthen PAD/conflicts frameworks, including approvals, monitoring and escalation.
  • Evidence outcomes via robust record-keeping and oversight. 

Key questions for firms

  • How do we determine who “needs to know” for each sounding, and where is that justification recorded? 
  • Are wall-crossing steps (consent, scripts, timing) consistently completed before inside information is disclosed? 
  • Do our processes prevent uncontrolled re-distribution (e.g., email chains/attachments) after gatekeeper approval? 
  • Can we produce a complete audit trail: who was contacted, what was shared, when, and by whom? 
  • Are PAD and conflicts policies tested against real scenarios involving corporate finance work and restricted lists, especially where the seriousness and market impact of information is high? 

How C&G Regulatory Solutions can help

Governance & documentation health-check

We benchmark abuse regulation market abuse regulation-sounding workflows against FCA expectations in Market Watch 83 and other prior guidance, and implement practical documentation standards. 

Wall-crossing and information-flow controls

Design or refresh gatekeeper procedures, wall-crossing scripts, consent capture, distribution controls and retention practices—so controls work end-to-end, not just at approval. 

PAD/conflicts framework uplift

Policy updates, monitoring approaches and training tailored to corporate finance roles and deal timelines. 

Records & MI

Practical logging templates and management information that support transaction reporting and evidence compliance under the UK’s market abuse regulation. 

Get in touch

Contact C&G today to review your firm’s market abuse controls. Our experts can help you benchmark practices, improve documentation, and stay compliant.

References

  • FCA Market Abuse Regulation Watch 83 (8 September 2025): Newsletter on market abuse regulation, risks and related systems & controls at corporate finance firms. 
  • Market abuse regulation Watch 75 (market abuse regulation soundings, reminders, and risks).