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: 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.

On 10 April 2024, Australia’s Federal Government announced far-reaching reforms to its merger control regime, most notably the introduction of a new single, mandatory and suspensory, merger control system. The reform package is due to come into effect from 1 January 2026 and will align Australia’s regime for reviewing M&A transactions from a competition perspective with the majority of other merger control regimes globally.