Manchester

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: Takeover Code – PCP 2026/1: Miscellaneous Code Amendments The Takeover Panel has published PCP2026/1, proposing miscellaneous amendments to the Code covering acting in concert, reverse takeovers, PUSU deadline extensions, special deals and management incentivisation, and post-offer asset transaction restrictions. The consultation closes on 2 October 2026. FCA proposed changes to the UK Listing Rules for closed-ended investment funds The FCA is proposing changes to the UK Listing Rules for closed-ended investment funds, strengthening related party and conflict-of-interest protections around investment manager appointments, director independence, and shareholder voting on investment policy changes. FCA Primary Market Bulletin No. 64 The FCA’s Primary Market Bulletin No. 64 highlights shortcomings in total voting rights disclosures and reminds issuers to use clear, correctly classified TVR notifications. It also sets out observations on significant transaction and related party notifications under the reformed Listing Rules. Replacement of Stamp Duty and Stamp Duty Reserve Tax The government plans to replace Stamp Duty and SDRT with a single, self-assessed Securities Transfer Tax (STT), processed through a fully digital system. Legislation is expected in the Finance Bill 2026–27, with STT and a supporting digital portal taking effect in 2027.Demat Report — UK Dematerialisation of Share Certificates HM Treasury’s DEMAT taskforce has published a report setting out the roadmap for withdrawing paper share certificates, with digital registers replacing paper as evidence of title for UK-traded shares of UK-incorporated companies from late 2027. Duty to promote the success of the company is not purely subjectiveSaxon Woods Investments Limited and others v Costa [2026] UKSC 21 This Supreme Court judgment clarifies that the duty of a director to act in the way he or she “considers, in good faith, is most likely to promote the success of the company” includes a duty to act in a way that is consistent – judged objectively – with their duty of loyalty to the company. It reinforces the board’s role in good corporate governance by clarifying that individual directors “cannot go it alone” and act against the wishes of the board.

After years of regulatory limbo, last week the Government finally published an interim response to its 2019 and 2021 consultations on non-domestic MEES.  The update confirmed a target of EPC B for larger commercial buildings (measuring over 1,000 sq m) in England and Wales from 2031. This builds on the announcements at the end of 2025, that the next rung in the MEES ladder for the domestic sector would be EPC C by 2030. It is significant that this will be the first time since the regime was introduced that non-domestic MEES has not tracked the same target as domestic MEES (albeit on a delayed basis).

On 8 June 2026, the Government made the Provision of Information (Contractual Control) (Registered Land) Regulations 2026 which form the statutory framework for the new Contractual Controls Register. Contractual controls are rights that give a party the ability to control how and when land is transferred, without conferring legal ownership. They are widely used, particularly by developers and land promoters. The register, which is due to be launched by the Land Registry on 6 April 2027, is designed to increase transparency in the property market.

Since our initial analysis last Summer, the Bill has moved through Parliament at a faster pace than many anticipated.  Here we take stock of where things stand and what landlords, tenants and the broader industry need to be thinking about now.                                                                                          ***UPDATE 13 MAY 2026***This insight has been updated to reflect that the English Devolution and Community Empowerment Bill received Royal Assent on 29 April 2026 and is now an Act of Parliament.

The Renters' Rights Act 2025 takes effect on 1 May 2026 – and it will bring sweeping changes to the way residential tenancies are created, managed and terminated. From the end of assured shorthold tenancies and "no-fault" evictions to new rent increase rules, almost every aspect of how landlords manage their rented portfolios will transform.

In this BCLP Insight, Isaac Dundas reviews the recent decision of Paragon Group Limited v FK Facades Limited [2026] EWHC 78 (TCC). Here, the Technology and Construction Court (TCC) had to determine whether an assignee of a building contract had the right to refer a dispute to adjudication.

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: AIM Rule Amendments: Implementation of the Public Offers and Admissions to Trading Regulations 2024 This month the London Stock Exchange amended the AIM Rules to implement the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). Identity verification for presenters postponed The identity verification rules for people filing documents at Companies House on behalf of a Company have been postponed until later this year. FCA fines an individual for insider dealing The Financial Conduct Authority has imposed a financial penalty of £309,843 on Russel Gerrity, an experienced Petrophysical Consultant, for engaging in insider dealing. Guidance to assist large companies reporting on payment data in directors’ reports The government has published guidance to assist large companies when reporting on the new payment data requirements in directors’ reports. The Wates Principles: FRC Reporting Insights The FRC has published its first reporting insights into the Wates Principles for large private companies. Pre-completion dividend was a transaction at an undervalue TAQA Bratani Ltd & Ors v Fujairah Oil and Gas UK LLC & Ors [2025] EWCA Civ 1669 The Court of Appeal has made it clear that, when determining whether a company has entered into a transaction at an undervalue, the relevant transaction is the arrangement that the company has actually entered into – and not any wider arrangement to which it is not a party.  

In this report, we have outlined ten areas of real estate risk to have on your radar in 2026. Dispute activity is being driven by factors such as regulatory and legislative changes, ongoing financial pressures, environmental liability risks and infrastructure constraints around connectivity and power. Policy detail continues to shift in several key areas, creating considerable uncertainty for those in the sector. While outcomes will turn on the facts in each case, the areas identified below are primed for an increase in disputes, as those in the property sector seek to navigate a more demanding, contentious and scrutinised operating environment. This report translates these areas of change into practical risk signals, so stakeholders can stress test projects and contracts, prioritise mitigation measures and approach 2026 with better visibility of potential risks.

The Commonhold and Leasehold Reform Bill was published on 27 January 2026.  Its stated purpose: to bring the feudal leasehold system to an end by reforming and reinvigorating commonhold tenure and banning the use of leasehold tenure for most new flats.