On 13 April 2026, the Bank of England (BoE) issued a new operational guide to transfer resolution and updated its operational guide to bail-in resolution.
Operational guide to transfer resolution
The purpose of this new guide is to provide practical information on how the BoE might execute a ‘transfer resolution’, that is to say a transfer of shares or the business of a failed firm to either a private sector purchaser (PSP) or a bridge bank using the BoE’s resolution powers. It focuses on the operational processes and arrangements that may be involved in each scenario.
Part 1 provides an introduction to the transfer resolution strategy. Part 2 focuses on the BoE’s approach to executing a transfer to a PSP, exploring auctions and bidder selections. Part 3 focuses on the BoE’s approach to executing a transfer to a bridge bank, outlining how operations and governance may be structured. Part 4 summarises the BoE’s recapitalisation payment mechanism following introduction of the Bank Resolution (Recapitalisation) Act 2025 and explores possible uses of the recapitalisation payment mechanism.
Operational guide to bail-in resolution
The purpose of this document is to provide practical information on how the BoE might execute a bail-in resolution, and in particular the operational processes and arrangements that may be involved in this. The update to this document provides further information on the BoE’s approach to interim rights and the delivery of shares at the conclusion of the bail-in. It also provides technical updates to reflect operational developments since 2021.
SEC No-Action Letter
Alongside the operational guides, the BoE requested and was granted a No-Action Letter from the US Securities and Exchange Commission (SEC). This confirmation provides additional assurance regarding the cross-border operability of bail-in.
The Division of Corporation Finance of the SEC (the Division) issued a No-Action Letter which states that it will not recommend enforcement action to the SEC if a firm (1) exchanges its bail-in securities for non-transferable Potential Rights to Onward Property or Proceeds (PROPPs); and (2) subsequently exchanges those PROPPs for ordinary shares in the resolved firm without registration under the Securities Act of 1933, in reliance on an opinion of counsel that the exemption provided in Securities Act Section 3(a)(9) is available.
SEC Chair Paul Atkins has also issued a statement in which he states that he has instructed the Division to prepare a rulemaking recommendation to the SEC regarding a potential exemption from the Securities Act’s registration requirements, for securities offered and sold in connection with a regulatory bail-in. Until the SEC takes up any such rulemaking, Chairman Atkins encourages other foreign regulators and regulated firms to contact the Division to discuss their particular bail-in processes or frameworks.