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Theodore Jones


Theodore Jones
  1. People

Theodore Jones

Theodore Jones

Lead Knowledge & Innovation Counsel


London

Theodore Jones
  1. People

Theodore Jones

Theodore Jones

Lead Knowledge & Innovation Counsel


London

Theodore Jones

Lead Knowledge & Innovation Counsel

London

T: +44 (0) 20 3400 2283

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  • Biography

Biography

Theo is a Lead Knowledge & Innovation Counsel and joint manager of the Corporate Finance Know-how Group. His advisory work covers a broad range of corporate law and practice, including private M&A, reorganisations, private equity, joint ventures and other shareholder arrangements, as well as directors’ duties, due execution and company constitutional and administration matters.

Admissions

  • England and Wales

Related Capabilities

Corporate Corporate

M&A & Corporate Finance M&A & Corporate Finance

  • Corporate

  • M&A & Corporate Finance

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Insights
Mar 31, 2026

UK Corporate Briefing April 2026

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.
Insights
Mar 03, 2026

UK Corporate Briefing March 2026

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.
Insights
Feb 03, 2026

UK Corporate Briefing February 2026

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.  
Insights
Dec 02, 2025

UK Corporate Briefing December 2025

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.
Insights
Nov 05, 2025

UK Corporate Briefing November 2025

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 an employee for insider dealing On 13 October 2025 the FCA fined an employee £100,281 for insider dealing for selling his own and close family member’s entire shareholding whilst in possession of, and using, inside information. FCA Primary Market Bulletin No.58 This latest edition of Primary Market Bulletin discusses the implementation timing for the new prospectus regime and consults on new guidance notes to supplement the new regime. FRC publishes Annual Review of Corporate Reporting The Financial Reporting Council (FRC) has published its Annual Review of Corporate Reporting. The quality of reporting by the FTSE 350 has been maintained but the report suggests areas for improvement.
Insights
Sep 30, 2025

UK Corporate Briefing October 2025

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: Notification requirements for share buybacks The FCA is consulting on changes to the Listing Rules regarding the notification requirements for share buybacks. LSE publishes 2026 Dividend Procedure Timetable The London Stock Exchange plc has published its dividend procedure timetable for 2026. Market soundings at corporate finance firms The FCA has published the latest edition of Market Watch no.83. In this edition the FCA focus on the Market Abuse Regulation (MAR) - market soundings regime and share their observations following a review of the systems and control at corporate finance firms over the last five years.
News
9 May 2024

UK and US M&A Documentation: Divided by a common language

News
4 March 2024

Andrew Hart authored article carve-out transactions: using M&A solutions to unlock value featured in PLC Magazine

Insights
Feb 06, 2024

The Economic Crime and Corporate Transparency Act 2023

Related Insights

Insights
Mar 31, 2026
UK Corporate Briefing April 2026
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.
Insights
Mar 03, 2026
UK Corporate Briefing March 2026
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.
Insights
Feb 03, 2026
UK Corporate Briefing February 2026
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.  
Insights
Dec 02, 2025
UK Corporate Briefing December 2025
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.
Insights
Nov 05, 2025
UK Corporate Briefing November 2025
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 an employee for insider dealing On 13 October 2025 the FCA fined an employee £100,281 for insider dealing for selling his own and close family member’s entire shareholding whilst in possession of, and using, inside information. FCA Primary Market Bulletin No.58 This latest edition of Primary Market Bulletin discusses the implementation timing for the new prospectus regime and consults on new guidance notes to supplement the new regime. FRC publishes Annual Review of Corporate Reporting The Financial Reporting Council (FRC) has published its Annual Review of Corporate Reporting. The quality of reporting by the FTSE 350 has been maintained but the report suggests areas for improvement.
Insights
Sep 30, 2025
UK Corporate Briefing October 2025
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: Notification requirements for share buybacks The FCA is consulting on changes to the Listing Rules regarding the notification requirements for share buybacks. LSE publishes 2026 Dividend Procedure Timetable The London Stock Exchange plc has published its dividend procedure timetable for 2026. Market soundings at corporate finance firms The FCA has published the latest edition of Market Watch no.83. In this edition the FCA focus on the Market Abuse Regulation (MAR) - market soundings regime and share their observations following a review of the systems and control at corporate finance firms over the last five years.
News
9 May 2024
UK and US M&A Documentation: Divided by a common language
News
4 March 2024
Andrew Hart authored article carve-out transactions: using M&A solutions to unlock value featured in PLC Magazine
Insights
Feb 06, 2024
The Economic Crime and Corporate Transparency Act 2023
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