Financial Services and Markets Act 2000, Schedule 10A, paragraph 3

SCHEDULE 10A LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION

3(1)An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

(a)acquires, continues to hold or disposes of the securities in reliance on published information to which this Schedule applies, and

(b)suffers loss in respect of the securities as a result of—

(i)any untrue or misleading statement in that published information, or

(ii)the omission from that published information of any matter required to be included in it.

(2)The issuer is liable in respect of an untrue or misleading statement only if a person discharging managerial responsibilities within the issuer knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading.

(3)The issuer is liable in respect of the omission of any matter required to be included in published information only if a person discharging managerial responsibilities within the issuer knew the omission to be a dishonest concealment of a material fact.

(4)A loss is not regarded as suffered as a result of the statement or omission unless the person suffering it acquired, continued to hold or disposed of the relevant securities—

(a)in reliance on the information in question, and

(b)at a time when, and in circumstances in which, it was reasonable for him to rely on it.

Read Schedule 10A, paragraph 3 in the full Act → Definitions (3) Cases (12)

Definitions used in Schedule 10A, paragraph 3

issuer

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

Defined in Sch.10A para.8(6) · see it in the full Act
securities

(a) “securities” means transferable securities as defined in Article 2(1)(24) of the markets in financial instruments regulation, other than money market instruments as defined in Article 2(1)(25A) of that regulation that have a maturity of less than 12 months (and includes instruments outside the United Kingdom);

Defined in Sch.10A para.8(1) · see it in the full Act

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

Defined in Sch.10A para.8(6) · see it in the full Act
discharging managerial responsibilities

(5) For the purposes of this Schedule the following are persons “discharging managerial responsibilities” within an issuer—

(a)any director of the issuer (or person occupying the position of director, by whatever name called);

(b)in the case of an issuer whose affairs are managed by its members, any member of the issuer;

(c)in the case of an issuer that has no persons within paragraph (a) or (b), any senior executive of the issuer having responsibilities in relation to the information in question or its publication.

Defined in Sch.10A para.8(5) · see it in the full Act

Cases considering Schedule 10A, paragraph 3 (12)

Wirral Council (As Administering Authority of Merseyside Pension Fund) v Indivior PLC

[2025] EWCA Civ 40 · 23 January 2025

The court confirms that the independent reliance requirement limits recovery to investors who can prove reliance on the published information containing the untrue or misleading statement or from which a required matter was omitted. (see para [142])

California State Teachers' Retirement System & Ors v Boohoo Group PLC

[2026] EWHC 335 (Comm) · 10 February 2026

Applies the paragraph 3 claim requirements that published information contain untrue or misleading statements or omissions, with relevant knowledge or recklessness, and that claimants prove reasonable reliance and resulting loss. (see paras [15]-[16])

Persons Identified in Schedule 1 v Standard Chartered PLC

[2025] EWHC 698 (Ch) · 25 March 2025Interprets

The court accepted that reliance under paragraph 3 is a separate statutory requirement, but held that its precise scope remained developing. Questions concerning omissions, indirect reliance, implied representations, market price and positive belief required factual and expert evidence at trial (see paras [19]-[23]; [47]-[90]). Paragraph 3(1) was considered as imposing liability where a person acquires, holds or disposes of securities in reliance on applicable published information and suffers loss as a result of a misleading statement or omission. The court declined to decide whether market-price reliance could satisfy this requirement without trial evidence (see paras [23], [34]-[35], [47]-[54]). The judgment records the distinct statutory fault requirement for misleading statements: knowledge or recklessness by a person discharging managerial responsibilities. It did not determine that issue on the application (see para [23]). The judgment records the distinct statutory fault requirement for omissions: knowledge that the omission was a dishonest concealment of a material fact. The court’s decision concerned the separate question of reliance and did not determine paragraph 3(3) liability (see para [23]). The court considered whether acquiring or holding securities at a price allegedly rendered false by published information could satisfy paragraph 3(4). It held that the issue could not be resolved without determining the developing scope of reliance and testing the evidence at trial (see paras [23]-[27], [54], [67]-[89]).

What each judgment says about Schedule 10A, paragraph 3 is in the case-law panel in the full Act.