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: Draft regulations on the protection of personal information The government has published draft regulations which will extend the types of personal information an individual can request that Companies House makes unavailable on the public register. PISCES Sandbox – final regulations The government has published legislation to establish PISCES – an innovative new type of stock market for private companies.

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: Court considers requirement for deed of adherence under articles of association In this case, the court considered the requirement – in a set of articles of association – that a deed of adherence be executed as a condition of the directors’ approval of a share transfer. The buyer had executed the deed provided – but one of the other shareholders hadn’t. Court of Appeal considers meaning of leaver provisions In the case, the court considered the meaning of “continue in that capacity” in some leaver provisions – which affected when a transfer notice was served and, in turn, the price payable for shares.

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: Engaging M&A advisers: the importance of agreeing terms for early-stage work Businesses and their advisers may wish to examine their approach to handling engagement terms for early-stage work on M&A deals following the recent decision in H&P Advisory Ltd v Barrick Gold (Holdings) Ltd, which is likely to have significant reverberations for M&A deal making. FCA: Unlawful disclosure of inside information and M&A transactions The FCA has published Primary Market Bulletin No. 54 outlining its concerns around the unlawful disclosure of inside information during the course of M&A transactions. FTSE Russell announces changes to methodology From September 2025 the requirement for securities to trade exclusively in GBP will be removed and to ensure that companies that come to the market through an IPO are included faster in the FTSE UK Index Series, the Fast Entry Thresholds will be lowered. Update report from Parker Review The 2025 update report from the Parker Review on Ethnic Diversity shows significant progress with 95% of FTSE 100 companies having met the target of at least one minority ethnic director on their board and 82% of all FTSE 250 companies. FCA changes its proposed policy on publicising enforcement investigations Following strong feedback, the FCA is not proceeding with its proposals to change the public interest test when deciding whether to announce investigations into regulated firms and listed companies. Equality (Race and Disability) Bill The government has published a consultation seeking views on how to introduce mandatory ethnicity and disability pay reporting for large employers ie. more than 250 employees. Responses are required by 10 June 2025. Coming soon: identity verification at Companies House Identity verification at Companies House, as introduced by the ECCTA, will be available from 8 April and is set to become mandatory this autumn, subject to transitional provisions. In preparation, Companies House has been rolling out new services, rules and guidelines. Court finds that actionable misrepresentations might be made in a draft disclosure letter The judge in this case held that the buyer of a business might have a right to claim for misrepresentation in relation to information provided in a draft disclosure letter.

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 – February 2025 The latest report from the FTSE Women Leaders Review provides positive news with women now holding 43% of board roles, no all-men boards and the appointment rate for FTSE 350 companies creeping towards gender parity (46%). T+1 Settlement The government announced that it had accepted the AST’s recommendations to move to a T+1 settlement cycle on 11 October 2027. Short selling update The FCA has updated its website page on the new Short Selling Regulations 2025, published in January 2025. The new regulations set out high level requirements for the new UK short selling regime. Forfeiture of fully-paid shares was not permitted In this case, the judge held that a company’s articles did not permit the forfeiture of fully-paid shares – and questioned whether that was ever possible. Take care with how price adjustment mechanisms and indemnity/warranty claims work together This case highlights the need to consider and make clear how indemnity/warranty claims and consideration determination mechanisms work together.

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 thematic review of climate-related financial disclosures by AIM and large private companies The FRC has published a thematic review of climate-related financial disclosures for in-scope AIM and large private companies and identified areas for improvement and expectations.

BCLP advised client Thesis Holdings Limited on its acquisition of Evelyn Partners Fund Solutions Limited from Evelyn Partners Group Limited.

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: Corporate reporting – revised financial thresholds New regulations have been laid before Parliament to increase the company size thresholds for small and medium-sized companies for financial years beginning on or after 6 April 2025. ISS Proxy Voting Guidelines for 2025 The ISS has published its Proxy Voting Guidelines effective for meetings held on or after 1 February 2025. Private Equity: PERG 17th report The Private Equity Reporting Group has published its latest annual report on conformity with the Guidelines for Disclosure and Transparency in private equity originally recommended by Sir David Walker in 2007. Court decides that model articles do work for sole directors A recent case has determined that a sole director does have authority to act under the model articles, despite two other recent cases that suggested otherwise.

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 fines a senior executive for breach of the Market Abuse Regulations (“MAR”) This case is a timely reminder of the PDMR notification obligations when trading in listed securities and the prohibition of dealing during a MAR closed period. Primary Market Bulletin No. 52 The FCA’s latest edition of Primary Market Bulletin focuses on inside information and reminds issuers of their obligations in certain scenarios. Private Intermittent Securities and Capital Exchange System ("PISCES") HM Treasury has published the government’s response to its consultation on PISCES together with draft regulations. Guidance on failure to prevent fraud offence The government has released the long-awaited guidance on what amounts to “reasonable procedures” under the Economic Crime and Corporate Transparency Act setting out procedures organisations can put in place to prevent persons associated with them from committing fraud offences. Takeover Panel response on the application of the Takeover Code The Takeover Code has published its response to its consultation on the application of the Code adopting amendments previously proposed in PCP 2024/1 subject to some modifications. Pre-Emption Group annual monitoring report 2023-2024 The Pre-Emption Group has published its second report monitoring the use of its 2022 Statement of Principles.  FRC publishes Annual Review of Corporate Governance Reporting The Financial Reporting Council has published its annual review which emphasises, amongst other things, the continued importance of the ‘comply or explain’ approach and notes that there is still room for improvement on the quality of explanations for departures. Glass Lewis 2025 UK Benchmark Policy Guidelines Glass Lewis has published the latest edition of its Voting Policy Guidelines which apply to shareholder meetings held after 1 January 2025. ISS – proposed policy changes for 2025 The ISS has published a consultation of policy changes, with the revised policy due to apply for shareholder meetings occurring on or after 1 February 2025. FRC consultation on UK Stewardship Code The FRC launched a consultation on proposed updates to the UK Stewardship Code which aims to enhance transparency, disclosure and accountability in investment stewardship. UK Green Taxonomy HM Treasury is consulting on whether to establish a UK Taxonomy.