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.

The FCA is consulting on significant changes to how listed companies in the UK report on sustainability matters. The consultation closes on 20 March 2026, with the final rules expected in Autumn 2026. The new requirements will apply to financial years beginning on or after 1 January 2027. The proposals aim to replace the current TCFD-aligned disclosure framework with requirements based on the new UK Sustainability Reporting Standards (UK SRS).

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.  

Following consultation earlier this year, the Takeover Panel has published a response statement adopting amendments to the Takeover Code concerning dual class share structures (DCSS), IPOs, and share buybacks. The amendments take effect on 4 February 2026 and will apply to all companies and transactions, including those straddling the implementation date, except where to do so would give the amendments retroactive effect.

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 Feedback Statement: Immediate changes and next steps This feedback statement sets out a roadmap for AIM that incorporates immediate easing measures via derogations and guidance with wider reforms, including resetting the nominated adviser model. FRC updates guidance on non-executive director remuneration to support good governance The FCA has updated the guidance on non-executive director remuneration (NEDs) in the UK Corporate Governance Code guidance. Final regulations on new reporting requirements for payment practices and performance The Government has published legislation requiring large companies to report annually on their payment practices and performance in the directors’ report for financial years beginning on or after 1 January 2026.