Yulia Makarova of Winston & Strawn warns that the UK’s change‑in‑control and qualifying‑holding approval rules are becoming an operational hurdle for private‑equity sponsors and secondaries investors. Introduced 18 months ago, the regime forces sponsors to seek prior consent before any ownership shift, a requirement rare in comparable markets.

The Financial Conduct Authority, together with the Prudential Regulation Authority where applicable, adds layers of paperwork that slow deal timelines and erode certainty. Sponsors report that a simple amendment now triggers a full‑scale review, pushing closing dates back by weeks or months and raising the cost of executing secondary transactions.

Market participants argue the extra scrutiny makes the UK less attractive than Europe’s more streamlined jurisdictions. When a transaction requires FCA sign‑off, sponsors often reroute deals to Dublin or Luxembourg to avoid delays, potentially shifting billions of dollars of capital out of London. The concern centers on execution speed rather than legal structure.

Makarova concludes that unless regulators trim the approval process, the UK risks losing its edge as a hub for secondary market activity. Investors may factor the added friction into pricing, squeezing returns on deals that would otherwise flow through the city. The message is clear: regulatory reform now or the market will look elsewhere.