FCA survey puts corporate-finance compliance authority under scrutiny

The FCA will engage selected corporate-finance firms about compliance resources and gaps after publishing survey findings on 8 October 2026. Most respondents reported key compliance activities, and 47% reported all activities surveyed.[1]

This follows the FCA’s March wholesale-markets priorities, which committed to assessing corporate-finance compliance functions and their ability to challenge the business. The wider programme links effective controls to conflicts of interest, commercial incentives and the risks introduced by business growth.[2]

The relevant business perimeter includes capital raising, listings, private placements, corporate broking and mergers and acquisitions. The FCA’s authorisation guidance distinguishes firms’ permissions and whether their activities fall within MiFID. That scope matters when applying the findings: a corporate adviser’s transaction process and a retail trading platform’s operating model call for different control arrangements.[4]

Survey gaps show where challenge can lose contact with decisions

Of 411 firms surveyed, 382 responded. Some 63% combined compliance with other responsibilities, while 90% used external support. Responsibility remains with the relevant senior management function holder.[1]

The commercial issue is the position of the control in the transaction sequence. A completed monitoring checklist can describe what happened last quarter; a person with authority to question a decision can change what happens before a client is committed or sensitive information leaves the firm. Both can be useful, but they answer different questions.

An information release shows why timing matters

The FCA’s September 2025 Market Watch 83 gives a concrete earlier example. It described weaknesses around market soundings, including uncontrolled recipient lists and insufficient clarity over permission to receive inside information. It also warned that a second broker, approached by an issuer’s appointed broker but not itself appointed by the issuer, cannot automatically rely on the market-sounding safe harbour. That second broker must assess whether the disclosure is lawful under the separate applicable test.[3]

The same publication identified small-firm issues such as informal procedures, close working relationships and weak information barriers. These observations explain why access and authority matter alongside a written manual: the information decision may happen quickly, among colleagues who work closely together.[3]

Consider an illustrative adviser preparing a capital raise. A revenue-earning director also covers compliance, and an outside consultant reviews the files each quarter. Before potential investors are contacted, someone must decide which information will be disclosed, who may receive it, and what happens if the responsible director disagrees with a control concern. A later file review cannot undo an earlier disclosure.

A workable design would give the person making that check the relevant documents before contact begins, a named escalation route and a record of the decision. External expertise can help resolve a difficult question, but the firm still needs to decide who can pause the process while that advice is obtained. These are operating choices in the illustration, rather than a new standardised FCA workflow.

Growth changes the economics of the control function

A small team can sometimes manage a limited transaction pipeline through direct involvement. As the number of mandates, staff or products grows, the same person may become a bottleneck. The useful capacity measure is therefore the volume of consequential decisions the control function can review in time, not simply the number of compliance hours purchased.

That creates a practical management choice. A firm can reserve internal authority for time-sensitive decisions and use external specialists for defined technical work, or it can build more internal capability. Either model needs clear ownership of unresolved issues. Counting outsourced support as completed work before advice has been assessed can conceal the very decision that remains outstanding.

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