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: Upper Tribunal ruling in the case of Craig Donaldson and David Arden (Metro Bank) The Upper Tribunal has upheld the FCA’s decision that the CEO and CFO of Metro Bank were knowingly concerned in the Bank’s breach of the Listing Rules. The decision serves as a reminder of the importance for listed company directors to ensure that any market disclosures made by a listed company are accurate, not misleading or deceptive, and do not omit anything likely to affect the import of the information that is disclosed.  New Stewardship Code 2026 The FRC has published a revised UK Stewardship Code, effective from 1 January 2026 which aims to support long-term sustainable value creation while significantly reducing the reporting burden for signatories. Revised GC100 and Investor Group Directors’ Remuneration Reporting Guidance 2025 To reflect regulatory changes and evolving best practice, the directors’ remuneration reporting guidance, designed to assist companies and investors in interpreting the UK rules on directors’ remuneration policies, has been updated. FCA policy statement on enforcement investigations The FCA publishes its final policy statement on enforcement investigations after receiving strong stakeholder feedback. PISCES: Stamp Duty and Stamp Duty Reserve Tax exemptions Transfer of PISCES shares will be exempt from all stamp duties. Court of Appeal orders buy-out in favour of minority shareholder This case highlights the core requirement of honesty at the heart of a director’s duties to his or her company – and serves as a reminder of the effectiveness of the buy-out remedy for unfair prejudice for a shareholder that wants to exit.