Preventing takeover leaks

The Financial Conduct Authority (FCA) recently highlighted a growing concern in its annual Market Cleanliness report . Over the past fourteen months, 38% of UK-listed company takeovers were reported in the media before being formally announced. That figure points to a worrying trend and raises important questions about how sensitive information is being handled ahead of market-sensitive events.

“Strategic leaks”, where sensitive information is deliberately shared to influence takeover negotiations, risk turning a serious process into a tactical game. The FCA has made its position clear: the rising number of leaks is unacceptable, and if the trend continues, enforcement action will follow.

The FCA noted that “Price moves…[were] caused by financial analysts or the media correctly predicting likely takeover targets”, a statement that reinforces the regulator’s stance. It suggests that they are clearly seeing the trend as one that skirts around or outright breaches Market Abuse Regulation (MAR).

Breaking down the numbers

According to data obtained by the Financial Times under a freedom of information request, 42 out of 110 M & A announcements involving UK-listed companies between April 2024 and May 2025 were reported prematurely. With nearly 4 in 10 deals being included, it trends higher than the 31% global average reported in H/Advisors Abernathy’s “When Deals Spring a Leak” study. It suggests that the UK may have some ground to make up when it comes to tightening controls and improving the governance surrounding market-sensitive disclosures.

Since 2020, the FCA has opened 33 investigations into potential breaches of MAR with several cases pointing to the strategic use of leaks. In some instances, information was reportedly shared to deter rival bidders during takeover discussions: a tactic that raises serious concerns about fairness, transparency, and market integrity.

“We’re also concerned about strategic leaks (as discussed in Primary Market Bulletin 54) and unlawful disclosure. The passage of inside information makes the industry more vulnerable to market abuse. These are situations where a company might deliberately leak information to the press to try to influence share prices. We often see mergers and acquisitions (M&A) in the press before the news reaches the Regulatory Information Services (such as RNS).This is detrimental to market integrity. It creates an uneven playing field for investors. Both the FCA and the Takeover Panel monitor this, following up suspected leaks thoroughly.”

Therese Chambers, joint executive director of enforcement and market oversight, FCA

Market Bulletin 54

In March 2025, the FCA reinforced and reminded every of its stance on the matter through their Market Bulletin 54, outlining the rise in unlawful disclosures and clarifying the behaviours that fall under this category. The regulator called out scenarios such as companies confirming they’d received, and rejected, an offer, whilst implying that a revised bid may follow. Even without disclosing specifics, the FCA warned that signalling market-sensitive developments in this way can still trigger sufficient price movements. The concern is not only about fairness, but about protecting market integrity and avoiding the reputational damage that often follows in these situations.

What issuers and advisors are expected to do

The FCA’s recent commentary and data points to a broader concern: that inside information is being mishandled by individuals directly involved in transactions, often without the appropriate safeguards in place. There also appears to be a growing misconception that strategic leaks are somehow an accepted part of deal-making when they’re not. Whether intentional or not, disclosing material information during a live transaction expose both individuals and their organisations to significant regulatory risk under MAR.

Written policies and procedures are essential, but they’re only effective when supported by a culture that actively discourages leaks. Without that foundation, even the best frameworks can fall short. Firms looking to reduce the reputational and regulatory risks associated with handling inside information must take a clear and consistent stance. It needs to treat any form of unlawful disclosure as unacceptable, regardless of intent or outcome.

Rule 2.1(a) of the Takeover Code states that “Prior to the announcement of an offer or possible offer, all persons privy to confidential information, and particularly price-sensitive information, concerning the offer or possible offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if that person is made aware of the need for confidentiality. All such persons must conduct themselves so as to minimise the chances of any leak of information.” All of which is to say that if articles are being read about takeovers before it has hit the Regulatory News Service, you’ve likely got a leak that will raise eyebrows at the FCA.

How Company Secretaries can reduce the risk of a leak

There are a variety of tools and approaches available to a company’s secretariat function to reduce the risk of a leak . Below is a non-exhaustive list:

Limiting disclosure of offers (potential and actual) to a defined list

As guardians and gatekeepers of sensitive information, limiting who is in the know is less about confidentiality and entirely about clarity. By keeping a tight circle, you’re ensuring responsibility is clear, reducing the chances of well-intended but poorly judged conversations impacting market prices. It also gives your board and stakeholders the confidence that information is handled with the discipline and discretion it warrants.

Taking legal and broker advice and continuously monitor for leaks

By treating legal and broker input as ongoing dialogue and not just a box-ticking exercise, you’re turning the conversations into proactive touchpoints. Market dynamics can change rapidly and keeping the dialogue open and ongoing should place you ahead of potential exposures. Monitoring doesn’t just detect but also gives confidence in your organisation that they take its disclosure responsibilities seriously.

Make insiders aware of their obligations

To ensure complete compliance from your insiders with regard to the regulation, they need to understand it. Investing in training , either via your insider list management tool or developed in-house, means that they’ll understand their obligations. It would be prudent to make sure this isn’t just an onboarding exercise but a continuous programme.

Follow insider information policies such as insider lists and disclosure committees

At the foundation of your governance, you need to have good policies in place. They need to be active, visible, and supported by cross-functional collaboration. Disclosure Committees need to be empowered to challenge decisions, especially in high-stake situations, and not merely exist to satisfy a requirement.

Implement procedures such as codenames, IT controls, and information barriers to minimise the risk of leaks

Using codenames or project designations, putting access controls and restrictions in place, and ensuring proper IT security measures are embedded demonstrates a maturity of process and provides a practical line of defence. The Secretariat should be working closely with IT, Legal and Compliance to ensure alignment.

Comply with secure storage and disposal of confidential information policies and procedures

Managing information about a deal needs to extend beyond the time it is ‘live’ to minimise the risk that exists afterwards. Secure data rooms, proper email hygiene and destruction protocols should all be items mentioned as governance professionals apply a full-lifecycle approach to information governance.

Establish and comply with protocols for media engagement

Engaging with the media during a sensitive transaction requires caution, clarity, and control. There should be a defined protocol detailing approved messaging, delegated spokespeople, and strict boundaries on who can speak to whom. Off-hand comments can move prices if interpreted in the wrong way and you’re never truly off-the-record.

With confidence in the market able to be shaken by a single leak, Company Secretariats need to keep this thought front-of-mind. The emphasis needs to be on building a culture of accountability and clarity at every level of the business.

The FCA have made their message clear: market-sensitive information needs to be handled with care, rigour, and foresight. That means going beyond written policies and embedding practical safeguards and controls to reflect the complexity and pace that exists in today’s market.

By strengthening these internal controls, upholding the highest standards of discretion and disclosure, and maintaining a culture where information is treated responsibly, governance professionals can reduce risk and set the tone for integrity across the board.