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: 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.

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.