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: 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.

In Gibbins v Tierney [2024] EWHC 2004 (Ch), the High Court reaffirmed the principles that apply when deciding whether there has been unfair prejudice, within the meaning of section 994 of the Companies Act 2006, in a quasi-partnership. This case is a good example of how unfair prejudice rules are applied by the Courts to quasi partnerships in circumstances where one party has allegedly sought to shut out another from management decisions.