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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.

Manufacturers, distributors, and retailers of consumer products across a broad spectrum of industries are being impacted by state laws regulating the presence of per- and polyfluoroalkyl substances (“PFAS”) in their products. This area is rapidly developing as states create new laws or amend existing ones, and the penalties and litigation risks for non-compliance can be significant.

Rather than our usual Two Minute Monthly employment law round-up, we are posting for March 2025 a blog by Partner Katherine Pope on the nature and purpose of risk assessments in complying with the sexual harassment preventative duty.