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Aug 03, 2026
Aug 03, 2026
UK Corporate Briefing August 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:
Takeover Code – PCP 2026/1: Miscellaneous Code Amendments
The Takeover Panel has published PCP2026/1, proposing miscellaneous amendments to the Code covering acting in concert, reverse takeovers, PUSU deadline extensions, special deals and management incentivisation, and post-offer asset transaction restrictions. The consultation closes on 2 October 2026.
FCA proposed changes to the UK Listing Rules for closed-ended investment funds
The FCA is proposing changes to the UK Listing Rules for closed-ended investment funds, strengthening related party and conflict-of-interest protections around investment manager appointments, director independence, and shareholder voting on investment policy changes.
FCA Primary Market Bulletin No. 64
The FCA’s Primary Market Bulletin No. 64 highlights shortcomings in total voting rights disclosures and reminds issuers to use clear, correctly classified TVR notifications. It also sets out observations on significant transaction and related party notifications under the reformed Listing Rules.
Replacement of Stamp Duty and Stamp Duty Reserve Tax
The government plans to replace Stamp Duty and SDRT with a single, self-assessed Securities Transfer Tax (STT), processed through a fully digital system. Legislation is expected in the Finance Bill 2026–27, with STT and a supporting digital portal taking effect in 2027.Demat Report — UK Dematerialisation of Share Certificates
HM Treasury’s DEMAT taskforce has published a report setting out the roadmap for withdrawing paper share certificates, with digital registers replacing paper as evidence of title for UK-traded shares of UK-incorporated companies from late 2027.
Duty to promote the success of the company is not purely subjectiveSaxon Woods Investments Limited and others v Costa [2026] UKSC 21
This Supreme Court judgment clarifies that the duty of a director to act in the way he or she “considers, in good faith, is most likely to promote the success of the company” includes a duty to act in a way that is consistent – judged objectively – with their duty of loyalty to the company. It reinforces the board’s role in good corporate governance by clarifying that individual directors “cannot go it alone” and act against the wishes of the board.
Insights
Jul 28, 2026
Jul 28, 2026
Employment Rights Act 2025: Key changes to Unfair Dismissal from 1 January 2027
The Employment Rights Act 2025 (ERA) will introduce from 1 January 2027 two landmark changes to the law relating to unfair dismissal. They represent the most significant changes for over a decade.
News
Jul 28, 2026
Jul 28, 2026
Jeff Wakolbinger discusses trademark cases to watch with Law360