Transactions

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: Government consultation on modernizing corporate reporting The UK government has launched a consultation on a major overhaul of the corporate reporting framework, aiming to refocus annual reports on financially material information for investors and creditors, with responses due by 30 November 2026. FRC publishes Annual Review of Corporate Reporting The Financial Reporting Council (FRC) has published its Annual Review of Corporate Reporting, reviewing the quality of corporate reporting by FTSE 350 and other companies in 2025/26. FCA Primary Market Bulletin 65 FCA Primary Market Bulletin 65 addresses concerns about potentially misleading regulatory announcements, evolving sponsor due diligence practices, delayed disclosure of inside information themes, and the new simplified inside information declaration form. FCA Primary Market Bulletin 66 FCA Primary Market Bulletin 66 sets out, amongst other things, the FCA's recent thinking on when a cyber incident triggers disclosure obligations for issuers under the Market Abuse Regulation (MAR). LSE publishes 2027 Dividend Procedure Timetable LSE publishes 2027 Dividend Procedure Timetable, confirming the UK's move to T+1 settlement from 11 October 2027 and its impact on dividend timetables. Directors warned to verify identities with Companies House following first prosecutions The Insolvency Service has secured its first three convictions under the Economic Crime and Corporate Transparency Act 2023 for directors' failure to complete Companies House identity verification, highlighting the need for prompt compliance. FRC publishes ‘Provision 29 Mythbuster: Focus on Cyber’ FRC cyber mythbuster clarifies that Provision 29 declarations should address the board's assurance process, not disclose sensitive technical detail. Supreme Court upholds contractual right to loss of bargain damagesGreat Asia Maritime Limited v Orion Shipping and Trading LLC [2026] UKSC 23 The Supreme Court has clarified that ‘loss of bargain’ damages can be recovered under a contractual right of termination where the contract provides for them. Holding AGMs: lessons to learn from a recent caseMILFAM LLC v Morrow and ors [2026] CIGC (FSD) 54 A recent Cayman Islands’ case has flagged some lessons to learn around the conduct of AGMs.

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: PS26/16: Changes to Information Flows for UK Equity IPOs In a significant boost for UK capital markets, the FCA has scrapped two rules that had made UK IPOs slower and more costly than those in competing jurisdictions. FCA Inside information declaration form A new FCA procedural requirement takes effect on 21 September 2026 that will affect every first submission of equity documents. Issuers and their advisers will need to confirm whether a submission contains inside information and, if so, explain what that information is. Companies House delays presenter identity verification measures Companies House has postponed the introduction of mandatory identity verification for those filing documents at Companies House to no earlier than November 2027. Court permits derivative claim against director, without need to show financial loss De Menezes v Alves & Ors [2026] EWHC 1906 (Ch) The High Court has allowed a derivative claim to proceed against a director who set up a competing business, even though there was no evidence that the company had suffered any financial loss; the risk of future harm was sufficient to allow the claim to proceed.

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.

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.