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.