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.