Transactions

M&A involving FCA and PRA-regulated firms requires careful consideration of regulatory issues that can materially affect transaction timing, valuation and execution risk. Against a backdrop of heightened supervisory intensity — including the post-Consumer Duty landscape, increased use of tools like the VREQ and growing EU/UK divergence — acquirers should focus on the following five areas from the earliest stages of deal planning.

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:FRC Mythbuster: Auditor Responsibilities under Provision 29 of the UK Corporate Governance Code The FRC has published a ‘mythbuster’ clarifying the auditor’s responsibilities in respect of Provision 29 of the UK Corporate Governance Code 2024. The key message is that the auditor's role is more limited than might be assumed: auditors are not required to test or provide assurance on the material controls identified by the board, and UK auditing standards have not been extended in response to this new provision. EU MAR: New rules and how they now differ from UK MAR With effect from 5 June 2026, the EU Listing Act (Regulation (EU) 2024/2809) made significant changes to the inside information disclosure regime under EU MAR. The UK has not adopted these reforms. Therefore, companies with securities admitted to trading on both an EU regulated market and a UK venue cannot rely on the more permissive EU framework to discharge their UK MAR obligations. Access to the register of members: the proper purpose test The Chartered Governance Institute (CGI) has published revised guidance on the proper purpose test under the Companies Act 2006. The decided cases make it clear that there is a strong presumption in favour of access to the register and the courts should exercise their discretion to issue a no-access order ‘sparingly and with circumspection’, particularly where requests come from shareholders seeking to engage with fellow members.

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.