Transactions

AIFMD II[1]introduces substantial changes to the EU-wide regulatory framework for alternative investment fund managers (“AIFMs”) that was established under AIFMD. The changes cover a wide range of areas but will have a particularly significant impact on funds that originate loans. Among the new rules on loan origination activities are leverage limits and single borrower exposure limits which are particularly relevant for the use of back-leverage by private credit funds operating in the EU. These new rules will also be relevant for AIFMs in the UK managing credit funds located in the EU.

The ‘Jewel in the Crown’ of London’s markets, AIM has been a central feature of UK capital markets for the last 30 years providing growing companies with access to capital and liquidity. Now the London Stock Exchange would like stakeholders to provide feedback on the overall functioning and positioning of AIM along with input on a number of specific proposals for changes to the AIM Rules. Comments are requested by 16 June 2025. After significant reform to the UK Listing Rules, this discussion paper is the next step in getting the UK’s capital markets ecosystem ‘match fit’. With AIM companies contributing approximately £68bn to the UK economy (more than agriculture, fishing and forestry combined), the importance of this paper cannot be overstated in the context of the UK’s growth agenda.

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: Engaging M&A advisers: the importance of agreeing terms for early-stage work Businesses and their advisers may wish to examine their approach to handling engagement terms for early-stage work on M&A deals following the recent decision in H&P Advisory Ltd v Barrick Gold (Holdings) Ltd, which is likely to have significant reverberations for M&A deal making. FCA: Unlawful disclosure of inside information and M&A transactions The FCA has published Primary Market Bulletin No. 54 outlining its concerns around the unlawful disclosure of inside information during the course of M&A transactions. FTSE Russell announces changes to methodology From September 2025 the requirement for securities to trade exclusively in GBP will be removed and to ensure that companies that come to the market through an IPO are included faster in the FTSE UK Index Series, the Fast Entry Thresholds will be lowered. Update report from Parker Review The 2025 update report from the Parker Review on Ethnic Diversity shows significant progress with 95% of FTSE 100 companies having met the target of at least one minority ethnic director on their board and 82% of all FTSE 250 companies. FCA changes its proposed policy on publicising enforcement investigations Following strong feedback, the FCA is not proceeding with its proposals to change the public interest test when deciding whether to announce investigations into regulated firms and listed companies. Equality (Race and Disability) Bill The government has published a consultation seeking views on how to introduce mandatory ethnicity and disability pay reporting for large employers ie. more than 250 employees. Responses are required by 10 June 2025. Coming soon: identity verification at Companies House Identity verification at Companies House, as introduced by the ECCTA, will be available from 8 April and is set to become mandatory this autumn, subject to transitional provisions. In preparation, Companies House has been rolling out new services, rules and guidelines. Court finds that actionable misrepresentations might be made in a draft disclosure letter The judge in this case held that the buyer of a business might have a right to claim for misrepresentation in relation to information provided in a draft disclosure letter.