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: Primary Market Bulletin 49 The FCA has released the latest PMB discussing LTIPs, GDRs, annual reports, ethnicity reporting categories and ISSB standards. New draft Regulations and Registrar rules on identify verification Draft Regulations and Registrar rules have been published outlining the procedures and requirements for identity verification. Panel Bulletin No.7 (Bidder Intention Statements) Panel Bulletin No.7 discusses the Takeover Panel’s expectations regarding statements of intentions Revised Practice Statement 31 The Takeover Panel has published revised Practice Statement 31 setting out new guidance on private sale processes. UK Sustainability Reporting Standards and Sustainability Disclosure Requirements update The government publishes its framework and terms of reference for developing UK Sustainability Reporting Standards, alongside an update on implementing a Sustainability Disclosure Requirements regime in the UK. Simpler corporate reporting The government announces proposals to reduce the reporting burden on medium-sized companies. Using reasonable endeavours does not require a party to accept non-contractual performance The Supreme Court has held that, where a party has to use reasonable endeavours to overcome a force majeure event, that does not require it to accept performance of the contract on different terms. Court of Appeal upholds notice of claim – and gives buyers a boost The Court of Appeal has saved a buyer’s notice of claim, providing useful guidance on notice of claim clauses and commenting that they should not become a “technical minefield”.   Duomatic (unanimous consent) principle required the consent of the beneficial owner This High Court case held that, on the facts, the consent of the beneficial owner was required for the Duomatic principle to apply.

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: FCA publishes final Listing Rules on sponsor competency Following on from the consultation at the end of 2023, the FCA has published its changes to the Listing Rules sourcebook, chapter 8 (sponsors), which take effect immediately. Takeover Panel consultation on the application of the Takeover Code A new Takeover Panel consultation proposes to narrow the scope of the companies subject to the Takeover Code. Digital Securities Sandbox The FCA and Bank of England have published a joint consultation paper on their proposals to implement and operate the Digital Securities Sandbox. Climate transition plans – new sector guidance The TPT has delivered two types of sector guidance to complement the Disclosure Framework – the TPT Sector Summary and the TPT Sector Deep Dives.

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: FTSE Russell comments on UK Listing Rule Reform In light of the changes proposed to the UK listing regime, FTSE Russell currently anticipate that the new Equity Share (Commercial Companies) and the Closed Ended Investment Fund categories will replace the Premium segment as the eligible index universe for the FTSE UK Index Series. FCA transformative proposals for UK Listing Regime – an Update Following the FCA’s consultation paper in December 2023 with wide reforms to the Listing regime, the FCA has published the remaining draft Listing Rules. Update report from the Parker Review An update report from the Parker Review on Ethnic Diversity highlights that 79% of FTSE 250 companies have met the target of at least one minority ethnic director on the board, ahead of the December 2024 deadline. Pre-emption Group – annual report 2022-2023 The Pre-emption Group has published its finding of the application by FTSE 350 companies of the new Pre-emption Group Statement of Principles, published in November 2022.

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: FTSE Women Leaders Review – Year Three Reported numbers in this report show steady gains for women in leadership roles but there is still more to do as the Review closes year three of its five-year term. IA Letter to Remuneration Committee Chairs Ahead of the 2024 AGM season and a fundamental review of the Principles of Remuneration, the Investment Association has written to chairs of Remuneration Committees outlining the issues the IA will be considering in their review and the main themes for 2024. FRC launches review of UK Stewardship Code The FRC is reviewing the UK Stewardship Code and is seeking views from all stakeholders on its efficiency in promoting better stewardship outcomes from engagement with issuers across all asset classes. The need to complete audit reforms The CEO of The Chartered Governance Institute UK & Ireland, has written to the government calling for completion of the UK's audit, corporate reporting and corporate governance system reform “in order to restore confidence to the financial markets and to provide other stakeholders with reassurance”. New PLSA Stewardship and Voting guidelines for 2024 The Pensions and Lifetime Savings Association has published its 2024 Stewardship and Voting Guidelines ahead of the 2024 AGM season containing significant changes to address the current economic climate and the increasing risks associated with cybersecurity and AI. FRC Thematic Review of reporting by UK’s largest private companies With varying degrees of reporting quality, the FRC encourages companies to consider their findings and expectations in the report when preparing their next annual reports and accounts.

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: London: an attractive IPO venue for US mid-caps While the British media is currently focussed on a small number of large-cap companies, formerly listed in London, choosing to move their listings to New York, read our briefing of why London is an attractive IPO venue for US mid-caps. FRC reviews UK Corporate Governance Code The FRC has published a revised UK Corporate Governance Code with the changes focusing primarily on one area - Internal Controls.

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: FCA publishes feedback and transformative proposals for UK Listing Regime Watch our video to understand the changes the FCA proposes to replace the current premium and standard listing categories with a single listing category for UK listings of equity shares in commercial companies (the “commercial companies” category). FCA publishes Primary Market Bulletin No. 46 This edition of the Primary Market Bulletin discusses inside information, ESG stewardship and TCFD disclosures for sponsor procedures. ISS Benchmark Policy Updates for 2024 The Institutional Shareholder Services has published its Benchmark Policy Updates for 2024 which will take effect for AGMs occurring on or after 1 February 2024. New corporate requirements and Companies House powers In March 2024 new corporate requirements and Companies House powers will come into force under the Economic Crime and Corporate Transparency Act 2023.