Transactions

The FCA is consulting on significant changes to how listed companies in the UK report on sustainability matters. The consultation closes on 20 March 2026, with the final rules expected in Autumn 2026. The new requirements will apply to financial years beginning on or after 1 January 2027. The proposals aim to replace the current TCFD-aligned disclosure framework with requirements based on the new UK Sustainability Reporting Standards (UK SRS).

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.  

Following consultation earlier this year, the Takeover Panel has published a response statement adopting amendments to the Takeover Code concerning dual class share structures (DCSS), IPOs, and share buybacks. The amendments take effect on 4 February 2026 and will apply to all companies and transactions, including those straddling the implementation date, except where to do so would give the amendments retroactive effect.