New Risk Factor On Unlawful Government Action For UK Public Offerings?

Given that yesterday's announcement by the UK government's Secretary of State for Northern Ireland was sufficiently doom-laden to trigger the resignation of the British government's most senior civil service lawyer, I wonder if it also warrants the inclusion of an additional "risk factor" in prospectuses for some UK public offerings of bonds and shares? A potential short form version is set out below (for the sake of discussion only and is not intended as advice or to be relied upon in any way). There is also, of course, a wider point about the adverse impact on the acceptability of English law as a choice of law for international contracts involving trade in goods and services...

Unlawful Government Action 

In addition to the possibility of changes in the law or regulation of the United Kingdom which may have a material adverse effect on the [Transaction Documents, the Parties and/or the Transaction], the United Kingdom government has indicated in Parliament that it intends to introduce legislation and otherwise act in breach the provisions of its treaty with the European Union in relation to the United Kingdom's withdrawal from the European Union and related arrangements for trade in goods and services (and therefore the provisions of the European Union (Withdrawal Agreement) Act 2020 which approved that treaty). This indication, and any such violations of international and/or national law, may have a material adverse effect on the [Transaction Documents, the Parties, the Transaction] and/or some or all investors' willingness to purchase the [Notes][Shares]; and may result in material uncertainties as to their true legal position which may not be practicable to resolve or which may require the [Parties] and/or investors to await the result of relevant legal proceedings or incur significant expenditure on legal fees, costs and expenses with their respective advisers to resolve such uncertainty themselves, including via legal proceedings which may not be successful.

FCA Spotlight On How Consumers Deal With Money

Source: Audio Visual Excellence

Consumer Spotlight is the FCA’s view on how UK consumers deal with money and financial services, including the capabilities and potential vulnerabilities. It describes ten consumer segments, and reveals the data the model is built on.

The tool is intended to help the FCA identify the risks consumers face, and the protection required.

Charts show how each segment responded to questions in a survey of over 4000 consumers. Filters reveal characteristics, attitudes and behaviours associated with different group of consumers (e.g. inertia, risk appetite and impulsiveness). This can help firms design products and communications that "work well for different, specific consumers."

The FCA's model is said to differ from firm's models because it incorporates "some data not commonly collected in commercial models, such as vulnerability characteristics and financial capability." However, I wonder if another difference is that some firms treat evidence of vulnerability and financial capability as a reason to target a segment, rather than avoid it...

While firms would be wise to at least consider the data when designing products and communications, the FCA warns that:

"The data is based on consumer recall and self-reported behaviour and attitudes; it is not validated against other sources. Consumers may not know the answers to questions. Other industry data may be gathered in different ways or for different purposes, making direct comparisons difficult... Although it may inform a firm's thinking and planning, the model is not designed for commercial development. We do not intend to enable firms to profile their own customer base using the model for their own commercial benefit."