The government has published a consultation setting out what it describes as a once-in-a-generation overhaul of the UK’s corporate reporting framework. The proposals are wide-ranging and ambitious. A central theme is a reaffirmation that the annual report and accounts should primarily serve investors and creditors, with a decisive shift away from lengthy "tick-box" disclosures towards reporting focused on financially material information. Companies could ultimately produce shorter and more tailored annual reports, but boards may need to exercise considerably more judgement about what is material and what can legitimately be omitted.Responses are due by 30 November 2026, and the government aims to publish a consultation outcome within six months (mid 2027).

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: PS26/16: Changes to Information Flows for UK Equity IPOs In a significant boost for UK capital markets, the FCA has scrapped two rules that had made UK IPOs slower and more costly than those in competing jurisdictions. FCA Inside information declaration form A new FCA procedural requirement takes effect on 21 September 2026 that will affect every first submission of equity documents. Issuers and their advisers will need to confirm whether a submission contains inside information and, if so, explain what that information is. Companies House delays presenter identity verification measures Companies House has postponed the introduction of mandatory identity verification for those filing documents at Companies House to no earlier than November 2027. Court permits derivative claim against director, without need to show financial loss De Menezes v Alves & Ors [2026] EWHC 1906 (Ch) The High Court has allowed a derivative claim to proceed against a director who set up a competing business, even though there was no evidence that the company had suffered any financial loss; the risk of future harm was sufficient to allow the claim to proceed.

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.

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:FRC Mythbuster: Auditor Responsibilities under Provision 29 of the UK Corporate Governance Code The FRC has published a ‘mythbuster’ clarifying the auditor’s responsibilities in respect of Provision 29 of the UK Corporate Governance Code 2024. The key message is that the auditor's role is more limited than might be assumed: auditors are not required to test or provide assurance on the material controls identified by the board, and UK auditing standards have not been extended in response to this new provision. EU MAR: New rules and how they now differ from UK MAR With effect from 5 June 2026, the EU Listing Act (Regulation (EU) 2024/2809) made significant changes to the inside information disclosure regime under EU MAR. The UK has not adopted these reforms. Therefore, companies with securities admitted to trading on both an EU regulated market and a UK venue cannot rely on the more permissive EU framework to discharge their UK MAR obligations. Access to the register of members: the proper purpose test The Chartered Governance Institute (CGI) has published revised guidance on the proper purpose test under the Companies Act 2006. The decided cases make it clear that there is a strong presumption in favour of access to the register and the courts should exercise their discretion to issue a no-access order ‘sparingly and with circumspection’, particularly where requests come from shareholders seeking to engage with fellow members.

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 Regulatory Initiatives Grid The tenth edition of the Financial Services Regulatory Initiatives Grid has been published, setting out the regulatory pipeline for the next two years. Three workstreams are of particular relevance to listed companies, investment entities, and shareholders. Court rules that term sheet was binding - and warranties were also representationsHoffman & Anor v Finalto Group Ltd & Anor [2026] EWHC 921 (Comm) (21 April 2026) The High Court has ruled that an equity term sheet was binding - and that warranties in a warranty deed were also representations. It’s a good reminder to consider carefully whether terms are meant to be legally binding – and, acting for warrantors, to include appropriate drafting to prevent warranties giving rise to claims for misrepresentation. Courts rule on meaning of fraud in relation to the giving of warrantiesSynthos Spolka Akcyjna v Ineos Industries Holdings Ltd [2026] EWHC 83 (Comm)Veranova Bidco LP v Johnson Matthey PLC [2026] EWHC 1021 (Comm) Two recent High Court decisions have taken a different approach to assessing fraud in the context of the giving of warranties - and whether knowledge can be aggregated.  The stakes are high, because if fraud is established, all limitations of liability fall away.

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 Consultation Paper: Changes to Information Flows for UK Equity IPOs The Financial Conduct Authority (FCA) has published Consultation Paper CP26/14, which proposes to remove the mandatory seven-day waiting period before syndicate banks can publish connected research on an IPO issuer, and to remove the requirement for syndicate banks to share equal information with unconnected analysts. FCA review: key takeaways for market sounding practices The FCA’s review of market sounding practices has found no material impact on market quality but cautioned that the risk of information leakage increases with the scale of the sounding exercise. FCA Primary Market Bulletin No.62 This edition covers the FCA's enforcement action against Carillion's former directors, concerns regarding manipulative schemes targeting UK small-cap issuers, and observations from the FCA's review of sponsors' work on the modified transfer process. FTSE UK Index Series – What the New Free Float Rules Mean for Market Participants FTSE Russell has announced plans to align the minimum free float requirement for non-UK incorporated companies with that of UK incorporated entities. The proposed changes could have significant implications for non-UK incorporated companies seeking index inclusion. Equality (Race and Disability) Bill Following strong consultation support, the government has announced plans to introduce mandatory ethnicity and disability pay gap reporting for large employers with 250 or more employees.

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: John Wood Group PLC — FCA Final Notice The Financial Conduct Authority (FCA) has imposed a financial penalty of £12,993,700 on John Wood Group PLC ("Wood Group") for serious breaches of the Listing Rules (in particular Listing Principle 1). The breaches involved publishing misleading financial information and failing to maintain adequate internal controls and systems. Consultation on UK Corporate Re-Domiciliation Regime The government has published a consultation paper on corporate re-domiciliation, enabling a foreign-incorporated company to change its place of incorporation whilst retaining its legal identity.  Responses are due by 19 June 2026. FRC comply or explain guidance The FRC has published guidance to help companies improve the quality of their comply or explain reporting under the UK Corporate Governance Code (the “Code”), emphasising that a well-reasoned explanation is itself evidence of good governance and should not be treated as a mere compliance exercise. FCA amends UK Listing Rules on notification of purchase of own securities Issuers running share buyback programmes will have greater flexibility for notifying the market of share buyback transactions. The Parker Review — Annual Report 2026 The Parker Review has published its Annual Report for 2026, which highlights continued progress in Ethnic Minority representation. Recent case highlights the importance of clear draftingSynthos Spolka Akcyjna v Ineos Industries Holdings Ltd [2026] EWHC 83 (Comm) This case is a good reminder of the importance of clear drafting. The courts approach much of the drafting of share purchase agreements as an apportionment of risk by the parties - and they will look to hold them to the bargain they have struck. Supreme court rules that there is no time limit to bringing a claim for unfair prejudiceTHG plc v Zebra Trust Company (Jersey) Ltd [2026] UKSC 6 The Supreme Court has ruled that shareholder claims for unfair prejudice under the Companies Act 2006 are not subject to any statutory limitation period.

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 statement on admission notifications The FCA has clarified its position on the notification requirements for new issues under former block listings. FTSE Women Leaders Review The latest FTSE Women Leaders Review (February 2026) reports that commitment to and progress on gender balance in both listed and private companies continues to be strong but the pace of change is slowing. EU proposes changes to the Market Abuse Guidelines ESMA has published a Consultation Paper proposing revisions to the EU Market Abuse Regulation (MAR) Guidelines on delayed disclosure of inside information. Improperly executed deed was not saved by presumption of due execution South Bank Hotel Management Co Ltd v Galliard Hotels Ltd [2026] EWCA Civ 56  This case is a good reminder of the need to take ‘due execution’ requirements seriously – and highlights the limits of the statutory presumption of due execution to save a document that has not been properly executed.