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: Corporate reporting – revised financial thresholds New regulations have been laid before Parliament to increase the company size thresholds for small and medium-sized companies for financial years beginning on or after 6 April 2025. ISS Proxy Voting Guidelines for 2025 The ISS has published its Proxy Voting Guidelines effective for meetings held on or after 1 February 2025. Private Equity: PERG 17th report The Private Equity Reporting Group has published its latest annual report on conformity with the Guidelines for Disclosure and Transparency in private equity originally recommended by Sir David Walker in 2007. Court decides that model articles do work for sole directors A recent case has determined that a sole director does have authority to act under the model articles, despite two other recent cases that suggested otherwise.

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 fines a senior executive for breach of the Market Abuse Regulations (“MAR”) This case is a timely reminder of the PDMR notification obligations when trading in listed securities and the prohibition of dealing during a MAR closed period. Primary Market Bulletin No. 52 The FCA’s latest edition of Primary Market Bulletin focuses on inside information and reminds issuers of their obligations in certain scenarios. Private Intermittent Securities and Capital Exchange System ("PISCES") HM Treasury has published the government’s response to its consultation on PISCES together with draft regulations. Guidance on failure to prevent fraud offence The government has released the long-awaited guidance on what amounts to “reasonable procedures” under the Economic Crime and Corporate Transparency Act setting out procedures organisations can put in place to prevent persons associated with them from committing fraud offences. Takeover Panel response on the application of the Takeover Code The Takeover Code has published its response to its consultation on the application of the Code adopting amendments previously proposed in PCP 2024/1 subject to some modifications. Pre-Emption Group annual monitoring report 2023-2024 The Pre-Emption Group has published its second report monitoring the use of its 2022 Statement of Principles.  FRC publishes Annual Review of Corporate Governance Reporting The Financial Reporting Council has published its annual review which emphasises, amongst other things, the continued importance of the ‘comply or explain’ approach and notes that there is still room for improvement on the quality of explanations for departures. Glass Lewis 2025 UK Benchmark Policy Guidelines Glass Lewis has published the latest edition of its Voting Policy Guidelines which apply to shareholder meetings held after 1 January 2025. ISS – proposed policy changes for 2025 The ISS has published a consultation of policy changes, with the revised policy due to apply for shareholder meetings occurring on or after 1 February 2025. FRC consultation on UK Stewardship Code The FRC launched a consultation on proposed updates to the UK Stewardship Code which aims to enhance transparency, disclosure and accountability in investment stewardship. UK Green Taxonomy HM Treasury is consulting on whether to establish a UK Taxonomy.

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: IA Principles of Remuneration 2025 The Investment Association has published its Principles of Remuneration for 2025 following a review to ensure they support a competitive remuneration environment and meet investor expectations. Companies House ECCTA implementation plan Companies House has published its implementation plan for the Economic Crime and Corporate Transparency Act 2023. Invest 2035: The UK’s Modern Industrial Strategy The government has published a green paper focused on creating a pro-business environment that supports businesses to thrive and grow and making it simpler and cheaper for companies to scale up and invest. Independent expert panel report on corporate re-domiciliation An independent expert panel on corporate re-domiciliation, convened by the government in December 2023, has published a report outlining its recommendations. Code of Conduct for Directors The Institute of Directors has launched a voluntary Code of Conduct for Directors aimed at helping directors make the right decisions by providing clear guidance on what constitutes good conduct. Material Adverse Effect conditions - lessons to learn from a recent case This case teaches us some valuable lessons about how the courts approach MAE conditions in M&A agreements. An interim dividend paid to one shareholder may become a debt due to all This case highlights that if an interim dividend is paid to one shareholder, it may become a debt due to all shareholders (of the same class), unless they agree otherwise. Article in ‘PLC Magazine’ on public M&A in the real estate sector: issues and trends Partners Richard Werner and Tom Bacon share their insights on the key issues that are relevant to public M&A in the real estate sector. Article in ‘Law 360’ on tokenised investment funds in the UK Partner Tom Bacon and associate Andrew Tsang authored an article for Law360 on the road ahead for tokenised investment funds in the UK. Article in ‘Law360’ on the FRC’s report on good corporate governance Lead Knowledge Counsel Tessa Hastie, assisted by Dana AlBalooshi, authored an article published in Law360 providing insights from the FRC’s recent report on reporting against the Wates Principles.

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 Annual Review of Corporate Reporting 2023/24 The Financial Reporting Council has published its latest review of corporate reporting. The quality of reporting has been maintained across FTSE 350 companies but there is some evidence of a widening gap in reporting quality between companies in the FTSE 350 and other companies.  Boardroom Bellwether 2024 Annual Survey The Boardroom Bellwether annual survey has found that British boards are sceptical about stock exchange recovery and UK competitiveness remains a concern. Updated guidance on payment practices and performance The Department of Business and Trade has published updated guidance for companies required to report their payment practices and performance. FCA annual report The FCA annual report contains highlights from 2023/24 and progress towards achieving its three year strategy. Takeover Panel annual report  The Takeover Panel published its annual report for the year ending 31 March 2024 which offers a comprehensive analysis of M&A activity and regulatory actions. LSE Dividend Procedure Timetable The dividend procedure timetable for 2025 has been published.

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 consultation on changes to National Storage Mechanism filing requirements The FCA has published a consultation paper proposing changes to the data requirements for regulated information on the National Storage Mechanism. Wates Principles report on quality of reporting The FRC’s latest report on the application of the Wates Corporate Governance Principles has found that approximately 30% of in-scope large private companies applied the principles in 2021/22. Register of members was determinative despite a transfer made by forgery or without authority This case highlights how crucial the register of members is in determining who the members of the company are – and, in turn, the validity of shareholder resolutions.  Restrictive covenants must be reasonable This High Court judgement is a good reminder that, to be enforceable, restrictive covenants must be reasonable – in terms of their length, the scope of the restricted business activity and their geographical extent.

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: Final Listing Rules – changes to note Following various consultations, the FCA has published feedback and final rules for the revised Listing regime which came into force on 29 July 2024. FCA consultations on the new public offers and admissions regime and a new public offer platform The FCA has published two consultation papers with proposed rules for (i) replacing the existing prospectus regime with a new regime which would not require a prospectus for a further issuance, except in limited circumstances; and (ii) a new public offer platform regime allowing firms to facilitate companies making public offers of shares to investors outside public markets when raising more than £5m. What will the FTSE index include after the listing rules reform? FTSE Russell has outlined changes to the future composition of the FTSE UK Index Series, following the FCA's update to the UK Listing Rules. Draft Audit Reform and Corporate Governance Bill The King’s Speech announced that this Bill will be brought forward to strengthen audit and corporate governance. A recent case highlights the importance of clear drafting This Court of Appeal case highlights the uncertainty that can result from simply having an adjective at the beginning of a list: does it relate to the first item only, or all of them? In this case, approximately $7.5m turned on the answer. BHS directors liable for wrongful trading and misfeasance This high profile case has a number of key takeaways for directors.

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: Listing Rules reform The FCA has provided an update on timings for publishing final rules during the election period. IoD consultation on Director Code of Conduct The Institute of Directors has initiated a consultation on a proposed new voluntary Code of Conduct for Directors. Appointing directors, amending articles by conduct and refusing to register share transfers This recent case has points to note concerning the appointment of directors, amending articles of association by conduct and losing the power to refuse to register a share transfer. W&I policies: check the exclusions very carefully This recent case highlights the need to check W&I policy terms – particularly the exclusions - very carefully.