How to Pass the CISI Corporate Finance Regulation Exam

Corporate Finance Regulation is the regulation unit of the CISI Level 3 Certificate in Corporate Finance. The certificate takes two exams: this one, and Corporate Finance Technical Foundations, which covers the numbers side of the work, from financial statements and capital structure to valuation and transactions. This paper is the rulebook behind that work, from company law and the FCA conduct rules to the Takeover Code and the listing and AIM rules, and two of its five elements carry 30 of the 50 marks.

The exam is 50 multiple-choice questions in one hour. The pass mark is 70%, which means 35 correct answers. It is computer based, and there is no negative marking, so a wrong answer costs no more than a blank one: answer all 50. The current syllabus is Version 21 and the workbook is Edition 16, published in January 2026. CISI publishes that workbook, a free specimen paper and candidate updates to the workbook, and no past papers.

Candidates mostly work in or around deals: corporate finance advisory, corporate broking, equity capital markets, private equity and venture capital, and the legal and accounting teams that support them. The certificate is the first step of a corporate finance programme CISI runs in partnership with the ICAEW, and the Diploma in Corporate Finance follows it. It also appears on the FCA's appropriate qualification tables for corporate finance work, so check what your firm expects before you book.

CISI's own figures for this paper: 50 questions in 1 hour, 35 marks to pass, a recommended minimum of 80 hours of study, and a published pass rate of 75%. Read from CISI's Certificate in Corporate Finance page on 12 October 2026. CISI updates the pass rate without saying what period it covers, so treat it as a guide, not a forecast. Compare the pass rate of every paper.

Know the weightings before you revise

Fifty questions across five elements, and the split is lopsided. The two elements on law and conduct carry 30 of the 50 marks; the three on governance and transactions carry 20.

Managing Regulatory Obligations is the largest element at 16 marks and The Regulatory Environment in the UK is next at 14. That is 30 of the 50, three fifths of the paper, and it is where the exam is won. Equity Capital Markets is eight, Takeovers and Mergers seven and Corporate Governance five.

What each element tests

The Regulatory Environment in the UK (14 questions)

Mostly company law. The Companies Act 2006 provisions that shape a transaction: pre-emption rights on issues of shares for cash, reducing share capital, the ban on a public company giving financial assistance for the purchase of its own shares, squeeze-out and sell-out after a takeover offer, calling and running general meetings and the statutory rights of shareholders, notices requiring information about interests in shares, the conditions for being a public company and the bar on a private company offering its shares to the public, and directors' duties, especially on conflicts of interest. Around that sit the general prohibition under the Financial Services and Markets Act 2000, restructuring plans compared with schemes of arrangement and company voluntary arrangements, and the purpose and scope of UK MiFID.

Managing Regulatory Obligations (16 questions)

The FCA conduct rules as they apply to a corporate finance firm: which parts of the Conduct of Business sourcebook reach corporate finance business, client categorisation, communications and financial promotions, conflicts of interest, personal account dealing, suitability, and best execution and client order handling. Then financial crime: money laundering and terrorist financing, customer due diligence, the offences under the Bribery Act 2010, insider dealing under the Criminal Justice Act 1993 with its defences, and market abuse with its penalties. The prospectus rules sit here too, on when a prospectus is needed and when an exemption applies, and CISI's candidate update moves that topic onto the new regime of the Public Offers and Admissions to Trading Regulations and the FCA's PRM sourcebook.

Corporate Governance (5 questions)

Four codes and one theme. The UK Corporate Governance Code 2024, its five sections and its comply-or-explain basis; the QCA Corporate Governance Code, written for smaller quoted companies; the Wates Principles for large private companies; and the UK Stewardship Code, which is addressed to investors rather than to the companies they own. Then the ESG expectations on corporate finance firms. Most questions come down to which code applies to which company, and how.

Takeovers and Mergers (7 questions)

The Takeover Code and the bodies around it, starting with the Takeover Panel. Which companies, transactions and people the Code covers; its six General Principles; the rules on announcements and secrecy before and during an offer; the mandatory offer that follows when a holding reaches 30% of the voting rights; and the rules on the offer timetable, on revising an offer, and on what a bidder may not do after an offer lapses or is withdrawn.

Equity Capital Markets (8 questions)

Listing and AIM. The key requirements for admission under the UK Listing Rules, the obligations of a sponsor, an issuer's duties over inside information, the vote holder and issuer notification rules, the class tests for a listed company's transactions, and the FCA rules on buybacks and price stabilisation. Then AIM: the admission criteria, the AIM Rules for Companies, the nominated adviser's obligations, and how price-sensitive information is managed and disclosed.

Where people slip

The first problem is reading the paper as a deals exam. It is a regulation exam set in a corporate finance firm, and 30 of the 50 marks are law and conduct rules. Candidates from advisory teams tend to over-prepare takeovers and listings, which they meet at work, and lose the paper in the conduct rulebook, which they rarely open.

The second is thresholds and section numbers. The syllabus names its statutes section by section, and the questions turn on the detail: whose consent, what percentage, how many days, which body. Recognising the topic is not enough when four options differ by one number.

The third is out-of-date material. The UK Listing Rules replaced the old listing regime in 2024, a new prospectus regime has replaced the Prospectus Regulation Rules, and the governance and stewardship codes have both been reissued. Revise from the current workbook, Edition 16, and read the candidate updates CISI has published against it.

The fourth is the clock. Fifty questions in 60 minutes is 72 seconds each, and the longer scenario questions eat into that. Practise at that pace. When a question stalls, choose your best answer, flag it and move on.

How long it takes to prepare

CISI recommends a minimum of 80 hours of study for this unit. Someone who already works on transactions will need fewer for the takeover and listing elements and probably more for the conduct rules; a candidate new to the industry needs the full amount. What matters more is where the hours go.

Give three fifths of your time to the first two elements, a little more to Managing Regulatory Obligations than to the regulatory environment. Equity Capital Markets and Takeovers and Mergers take most of the rest. Corporate Governance is five marks and needs an evening or two with the four codes side by side. Keep the last few sessions for timed papers under exam conditions.

How to revise it

Start with Managing Regulatory Obligations and The Regulatory Environment in the UK while you are fresh, and come back to both at the end.

Build comparison tables for the pairs that are easy to swap: squeeze-out against sell-out; a scheme of arrangement, a restructuring plan and a company voluntary arrangement; the UK Corporate Governance Code, the QCA Code and the Wates Principles; the Main Market against AIM; a sponsor against a nominated adviser.

Keep a list of every threshold and deadline the workbook gives, with the rule each one belongs to, and test yourself on it until you can recall the number and its rule together.

Then revise by being tested rather than by rereading. Finish with timed 50-question papers weighted like the real exam, and use several results to decide whether to book. No mock score can predict an individual result.

Hunting for past papers? Read Corporate Finance Regulation past papers: what actually exists. PasskeyPrep is an independent study tool and is not affiliated with, endorsed by, or accredited by the Chartered Institute for Securities & Investment.