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: FTSE Russell comments on UK Listing Rule Reform In light of the changes proposed to the UK listing regime, FTSE Russell currently anticipate that the new Equity Share (Commercial Companies) and the Closed Ended Investment Fund categories will replace the Premium segment as the eligible index universe for the FTSE UK Index Series. FCA transformative proposals for UK Listing Regime – an Update Following the FCA’s consultation paper in December 2023 with wide reforms to the Listing regime, the FCA has published the remaining draft Listing Rules. Update report from the Parker Review An update report from the Parker Review on Ethnic Diversity highlights that 79% of FTSE 250 companies have met the target of at least one minority ethnic director on the board, ahead of the December 2024 deadline. Pre-emption Group – annual report 2022-2023 The Pre-emption Group has published its finding of the application by FTSE 350 companies of the new Pre-emption Group Statement of Principles, published in November 2022.

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: FTSE Women Leaders Review – Year Three Reported numbers in this report show steady gains for women in leadership roles but there is still more to do as the Review closes year three of its five-year term. IA Letter to Remuneration Committee Chairs Ahead of the 2024 AGM season and a fundamental review of the Principles of Remuneration, the Investment Association has written to chairs of Remuneration Committees outlining the issues the IA will be considering in their review and the main themes for 2024. FRC launches review of UK Stewardship Code The FRC is reviewing the UK Stewardship Code and is seeking views from all stakeholders on its efficiency in promoting better stewardship outcomes from engagement with issuers across all asset classes. The need to complete audit reforms The CEO of The Chartered Governance Institute UK & Ireland, has written to the government calling for completion of the UK's audit, corporate reporting and corporate governance system reform “in order to restore confidence to the financial markets and to provide other stakeholders with reassurance”. New PLSA Stewardship and Voting guidelines for 2024 The Pensions and Lifetime Savings Association has published its 2024 Stewardship and Voting Guidelines ahead of the 2024 AGM season containing significant changes to address the current economic climate and the increasing risks associated with cybersecurity and AI. FRC Thematic Review of reporting by UK’s largest private companies With varying degrees of reporting quality, the FRC encourages companies to consider their findings and expectations in the report when preparing their next annual reports and accounts.

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: London: an attractive IPO venue for US mid-caps While the British media is currently focussed on a small number of large-cap companies, formerly listed in London, choosing to move their listings to New York, read our briefing of why London is an attractive IPO venue for US mid-caps. FRC reviews UK Corporate Governance Code The FRC has published a revised UK Corporate Governance Code with the changes focusing primarily on one area - Internal Controls.

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: FCA publishes feedback and transformative proposals for UK Listing Regime Watch our video to understand the changes the FCA proposes to replace the current premium and standard listing categories with a single listing category for UK listings of equity shares in commercial companies (the “commercial companies” category). FCA publishes Primary Market Bulletin No. 46 This edition of the Primary Market Bulletin discusses inside information, ESG stewardship and TCFD disclosures for sponsor procedures. ISS Benchmark Policy Updates for 2024 The Institutional Shareholder Services has published its Benchmark Policy Updates for 2024 which will take effect for AGMs occurring on or after 1 February 2024. New corporate requirements and Companies House powers In March 2024 new corporate requirements and Companies House powers will come into force under the Economic Crime and Corporate Transparency Act 2023.

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: Estimated timeline for the changes to the Listing regime The Regulatory Initiatives Grid has been updated and reflects the timeline for the new Listing Rules and the next steps for the changes to the UK prospectus regime. Market Watch Issue No.75 The FCA has published its latest edition of Market Watch focusing on market soundings and recent observations. Government response to the Payment Practices and Performance amendments After consultation, the government has decided to take forward several amendments to the Reporting on Payment Practices and Performance Regulations 2017. Revised QCA Corporate Governance Code The Quoted Companies Alliance has published a revised corporate governance code. The Code is still based around 10 Principles but has been updated to keep pace with evolving investor expectations, particularly around topics like ESG. Glass Lewis 2024 UK Policy Guidelines Glass Lewis has published its annual voting policy guidelines ahead of the 2024 AGM season. FRC UK Corporate Governance Code consultation update   The FRC has provided a policy update on their recent consultation on the UK Corporate Governance Code together with proposals to engage with stakeholders on the UK Stewardship Code. FRC Review of Corporate Governance Reporting A look at the FRC’s annual review of corporate governance reporting together with some of its recommendations for good reporting. Financial promotion exemption for high-net-worth individuals and sophisticated investors The Government has published draft legislation which will amend the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and reform various exemptions from the financial promotion restriction. The Order is expected to come into force on 31 January 2024. Written resolutions must be circulated by the board This case is a good reminder that shareholder written resolutions must be circulated by the board; shareholders don’t have the right to circulate them themselves. MAC ruling overturned – and warranty notice defective The Court of Appeal has overturned a MAC ruling on the basis that the judge used the wrong comparators - and also ruled that the buyer’s warranty claim notice didn’t comply with the SPA. No general duty of good faith in a long-term collaborative contract Increasingly, the courts seem reluctant to imply duties of good faith – even in relational style contracts; and if an express duty of good faith has been included, an implied one may be even less likely. Deed signed by non-directors in the wrong place was still effective A court has held that a deed entered into by a company was effective despite being signed by persons that weren’t directors. Section 69 can prevent use of pre-existing company name This court decision clarifies that s69 Companies Act 2006 can prevent the future use of a company name which was registered before s69 came into force. Legal assignment had to be signed by the assignor, not his attorney The high court has held that signature by an attorney on behalf of the assignor was not sufficient for a legal assignment; the assignment had to be signed by the assignor himself.

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: The Takeover Panel publishes changes to Rule 21 The Takeover Panel has amended Rule 21.1 of the Code so that the board of a target company would no longer be restricted from taking an action that either is not material or is in the ordinary course of its business and which would not result in an offer or bona fide possible offer being frustrated. The Economic Crime And Corporate Transparency Act receives royal assent The ECCTA has received royal assent, introducing a suite of wide-ranging reforms to tackle economic crime and improve transparency over corporate entities. 2023 UK Spencer Stuart Board Index The 2023 UK Spencer Stuart Board Index highlights a fall in the proportion of first-time, female, and minority ethnic directors and a prioritisation for plc experience due to the challenging economic environment. Removal of bankers' bonus cap In a joint policy statement, the PRA and the FCA have decided to remove the bonus cap, identified as a factor in limiting labour mobility and as part of a drive to encourage competition in the UK post-Brexit. FRC Annual Review of Corporate Reporting The FRC has set out its expectations for the coming reporting season amidst the current economic background of high inflation, high interest rates and ongoing economic uncertainty. Government withdraws proposed reporting requirements The government has formally announced that it has withdrawn draft regulations which would have added additional corporate and company reporting requirements to large UK listed and private companies. TCFD 2023 Status Report The Taskforce on Climate-related Financial Disclosures has published its 2023 Status Report looking at companies’ progress in making climate-related financial disclosures and highlighting some of the challenges they face in making such disclosures. Call for evidence on Scope 3 greenhouse gas emissions reporting The Department for Energy Security & Net Zero has issued a Call for Evidence for feedback on the costs, benefits and practicalities of Scope 3 greenhouse gas emissions reporting in the UK. Digital Takeover Code The Takeover Panel has launched a digital version of the Takeover Code with pop up boxes for defined terms and links to associated Practice Statements aiding navigation around the Code.