Introduction
Welcome to the most recent edition of our UK quoted company newsletter, the aim of which is to collate and highlight relevant legal, regulatory, and topical developments that we have written about primarily in the second quarter of 2026.
Corporate Reporting
1. FRC audit policy consultations
The Financial Reporting Council published two calls for stakeholder feedback to support the development of UK audit policy.
For more information please see article 6 of AGC 81 (9/4/26).
2. FRC report on structured digital reporting
The FRC published its latest review of structured digital reporting, Structured Digital Reporting: Insights 2025/26, together with an accompanying factsheet. The report is based on a market-wide analysis of digital reports filed by UK-listed companies, supplemented by detailed reviews of 30 annual reports.
For more information please see article 10 of AGC 83 (19/6/26).
3. DBT responded to consultation on late payments
The Department for Business and Trade published a response to its consultation on measures to tackle the late payment of invoices. For more information about the new powers given to the Small Business Commissioner and a summary of further measures to tackle late payments, please see article 1 of AGC 81 (9/4/26).
4. Commercial Payments Bill
As announced in the King's Speech, the Commercial Payments Bill was published and introduced to Parliament. The Bill contains numerous measures to improve commercial payment practices and address the persistent late payment of commercial debts in the UK. Accompanying Explanatory Notes can be found here.
For more information please see article 9 of AGC 83 (19/6/26).
5. Equality action plans and pay gap reporting
Our Employment team published a series of Q&As explaining how to comply with the new requirements covering the proposed disability and ethnicity pay gap reporting regime.
For more information please see article 5 of AGC 82 (13/5/26).
Equity Capital Markets
6. FCA examined market sounding practices across UK equity capital markets
The Financial Conduct Authority (FCA) released the findings of its multi-firm review into market soundings in UK equity capital markets. The FCA examined whether market soundings affect market quality in UK listed shares. The FCA obtained data from five banks on UK equity and equity-linked ECM transactions over £50 million, 90% of which were market sounded. These included accelerated bookbuilds (ABBs), rights offerings, other primary offerings, convertible bonds and IPOs.
For more information please click here (23/4/26)
7. FCA updates to the Public Offers and Admissions to Trading regime
The FCA published Handbook Notice 139 setting out amendments to the FCA Handbook. Among these were updates to the FCA Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRMs), including the introduction of a National Storage Mechanism filing requirement for notifications made in accordance with existing PRM obligations.
For more information please see article 2 of AGC 81 (9/4/26).
8. Nasdaq adopted new fast entry rule for the Nasdaq-100 Index
Nasdaq, the sponsor of the Nasdaq-100 Index (NDX), adopted a new "fast entry" rule that is expected to enable the early inclusion of major technology companies into the index. The rule change is expected to impact the exposure of structured products and investment funds that track the NDX, and proprietary indices that are based in part on the NDX.
For more information please click here (16/4/26).
9. FTSE Russell announced change to FTSE UK Index Series criteria
FTSE Russell announced the alignment of the minimum free float requirement for both UK incorporated and non-UK incorporated companies within the FTSE UK Index Series. Effective from the June 2026 index review, both UK and non-UK incorporated companies with a minimum free float of 10% will be eligible for inclusion in the FTSE UK Index Series, subject to satisfying all other inclusion criteria. This is a notable shift for non-UK incorporated companies which previously faced a 25% minimum free float threshold.
For more information please see article 3 of AGC 81 (9/4/26).
10. Primary Market Bulletin 62
The Financial Conduct Authority published Primary Market Bulletin 62, in which it set out, among other things, key aspects of its enforcement action against Carillion plc and its former directors.
For more information please see article 1 of AGC 82 (13/5/26).
11. Primary Market Bulletin 63
The FCA published Primary Market Bulletin 63 in which it: finalised Technical Note 717.3 - Sponsors: Record Keeping Requirements; consulted on working capital statement guidelines in Technical Note 619.2 - Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market and Guidance on specialist issuers; and flagged recent amendments to the UK Listing Rules sourcebook and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
For more information please see article 2 of AGC 82 (13/5/26).
12. AIM Rules for Companies
The London Stock Exchange published AIM Notice 62, consulting on proposed amendments to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook.
For more information please see article 5 of AGC 83 (19/6/26).
13. Key capital markets developments in regulatory initiatives grid
The Financial Services Regulatory Initiatives Forum published its Regulatory Initiatives Grid which maps the regulatory pipeline for the UK financial services industry for the next two years. This 10th edition of the Grid is stated to reflect the Forum's ongoing alignment with the government's growth agenda.
For more information please see article 6 of AGC 83 (19/6/26).
14. FCA published reminder of key handbook amendments
The FCA published Handbook Notice No 140 detailing, amongst other things, amendments made to the UKLRs and Glossary by three FCA instruments, including updates to the listing applications process, and notification requirements concerning changes to capital.
For more information please see article 7 of AGC 83 (19/6/26).
Corporate Governance
15. Round up on corporate governance and reporting
In a podcast episode of the Corporate Crime and Investigation series, Ruby Hamid joined Will Chalk to explore the key developments since the Ashurst Governance and Compliance Conference held at the close of 2025. This podcast covers sustainability reporting, governance reporting trends, how listed companies are approaching their AGMs, and insights on compliance matters.
For more information please click here (14/5/26).
16. ICO published guidance on AI-powered cyber threats
The Information Commissioner's Office published a guide to the practical steps which companies can take to strengthen their resilience against AI-powered cyber threats. This has been published in light of cyber criminals increasingly using artificial intelligence to conduct attacks that are faster, more advanced and harder to detect.
For more information please see article 1 of AGC 83 (19/6/26).
Company Law
17. Updated guidance on accessing the register of members
The Chartered Governance Institute UK & Ireland (CGI) issued an update to its guidance note on the 'proper purpose' test. Any person may request to inspect, and obtain a copy of, a company's register of members. The company may apply to court if it considers that the request has not been made for a proper purpose.
For more information please see article 2 of AGC 83 (19/6/26).
18. Retention periods for dissolved company records
Companies House announced that it was reviewing the retention period for dissolved company records, following concerns that records should be held for longer than 20 years. Any changes to the retention period will be subject to public consultation.
For more information please see article 8 of AGC 83 (19/6/26).
19. Director breach of duty: undermining board-backed transaction
In Gardner Aerospace Holdings Ltd v Upton [2026] EWHC 555 (Ch) the High Court held that a company director breached his statutory duties under sections 171, 172 and 175 of the Companies Act 2006 by covertly seeking to frustrate a critical board-backed transaction and instead acting in his own interests.
For more information and commentary about this decision please click here and read the sixth article (30/4/26).
20. Auditors and fraud: no duty to warn individual shareholders
In The Wine Enterprise Investment Scheme Ltd (in liquidation) v Crowe UK LLP [2026] EWHC 692 (Ch) the High Court held that an auditor owed no duty to report suspected fraud directly to individual shareholders and refused the company permission to amend its pleadings to advance that case, finding that it had no real prospect of success.
For more information and commentary about this decision please click here and read the third article (28/5/26).
21. Director disqualification: misconduct and insolvency
In Secretary of State for Business and Trade v Greensill [2026] EWHC 639 (Ch) the High Court has dismissed an application for strike out in director disqualification proceedings, rejecting the argument that a causal link is needed between the proposed misconduct of the director and the insolvency of the company for disqualification.
For more information and commentary about this decision please click here and read the fifth article (30/4/26).
22. Government consulted on corporate civil enforcement reforms
The Insolvency Service published a consultation seeking views on proposed reforms to the corporate civil enforcement regime including in relation to director disqualification.
For more information please see article 7 of AGC 81 (9/4/26).
23. Bill to extend directors' duties failed to make progress
The Companies Directors (Duties) Bill, which was published in July 2025 as a Private Members' Bill did not make it onto the statute book. The Bill had proposed the amendment of section 172 of the Companies Act 2006 to require directors to balance their duty to promote the success of the company with duties in respect of the environment and the company's employees.
For more information please see article 3 of AGC 82 (13/5/26).
24. DBT issued re-domiciliation consultation
The Department for Business and Trade published a consultation paper seeking views on the implementation of a corporate re-domiciliation regime, enabling foreign-incorporated companies to change their places of incorporation to the UK while maintaining their legal identity.
For more information please see article 8 of AGC 81 (9/4/26).
Corporate Crime and Economic Transparency
25. Corporate crime and investigations - financial crime hot topics
In this podcast, Ruby Hamid and Andris Ivanovs from our Corporate Crime & Investigations team discuss hot topics in financial crime, including a round up on the latest developments in fraud, money laundering and sanctions.
The podcast is accessible by clicking here (5/6/26).
26. Crime and Policing Act 2026: A new dawn for corporate criminal liability
Section 250 of the Crime and Policing Act 2026 came into force on 29 June 2026, significantly extending the scope of corporate criminal liability in the UK.
For more information please see our briefing here and article 3 of AGC 83 (19/6/26).
27. Register of overseas entities: draft regulations re-issued
The draft Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 (draft regulations) were re-issued together with an explanatory memorandum. The regulations amend legislation relating to the Register of Overseas Entities.
For more information please see article 4 of AGC 83 (19/6/26).
M&A
28. UK Public M&A Update Q1 2026
We published our review of the UK public M&A market for the first quarter of 2026 and issued the fifth podcast in our Takeovers series in which Harry Thimont, Maria McAlister and Jade Jack discussed public M&A market trends.
For more information please click here for the review and here for the podcast (21/4/26).
29. Fraudulent warranty claims: no knowledge aggregation
In Veranova Bidco LP v Johnson Matthey plc [2026] EWHC 1021 (Comm) the High Court dismissed a buyer’s claim concerning the fraudulent breach of a warranty given by the seller in a share purchase agreement relating to the sale of a target company as the knowledge of different seller executives could not be aggregated and attributed to the seller to establish fraud.
For more information and commentary about this decision please click here and read the first article (30/6/26).
30. Term sheet and management warranties: enforceability
In Hoffman and another v Finalto Group Ltd and another; Finalto (IOM) Limited v Hoffman [2026] EWHC 921 (Comm) the High Court held that an equity term sheet created binding obligations to issue management equity despite definitive documents never having been agreed and that the warranties in a management warranty deed constituted actionable representations despite non-reliance wording.
For more information and commentary about this decision please click here and read the second article (28/5/26).
31. Acquisitions: concurrent obligations
In Textor v Iconic Sports Eagle Investment LLC [2026] EWCA Civ 355 the Court of Appeal held that a seller's obligation at completion to deliver share transfer documents and the buyer's obligation to pay the purchase price in a share sale were concurrent despite the wording in the agreement making the payment "subject to" the seller's compliance with its delivery obligations.
For more information about this decision please click here and read the fourth article (30/4/26).
Sustainability
32. ISSB proposed amendments to sustainability standards
The International Sustainability Standards Board published an Exposure Draft concerning proposed amendments to three SASB Standards and consequential amendments to the Industry-based Guidance on Implementing IFRS S2.
For more information please see article 9 of AGC 81 (9/4/26).
33. European Commission consulted on revised voluntary standards
The European Commission has published two consultations on: draft revised European Sustainability Reporting Standards; and a Voluntary Sustainability Reporting Standard for smaller companies.
For more information please see article 6 of AGC 82 (13/5/26).
34. ISSB nature-related disclosures practice statement
The International Sustainability Standards Board confirmed that it would publish an IFRS Practice Statement covering nature-related disclosures rather than produce a standalone nature standard or amend its existing sustainability disclosure standards.
For more information please see article 7 of AGC 82 (13/5/26).
35. Government's SECR review recommendations
The government published a Post-Implementation Review of the SECR Regulations 2018, which considered whether and to what extent the streamlined energy and carbon reporting requirements achieved their original objectives.
For more information please see article 11 of AGC 83 (19/6/26).
36. TISFD published draft disclosure recommendations framework
The Taskforce on Inequality and Social-related Financial Disclosures (TISFD) published a "beta" draft of its Framework on recommendations for disclosures of 'people-related information' for public feedback.
For more information please see article 12 of AGC 83 (19/6/26).
37. SBTi published new corporate net-zero standard
The Science-based Targets Initiative (SBTi) published version 2.0 of its Corporate Net-Zero Standard, which is intended to drive business transformation by embedding science-based targets into core decision-making across operations, value chains and capital allocation.
For more information please see article 13 of AGC 83 (19/6/26).
38. EU consulted on making CS3D work in practice
The European Commission launched a consultation on guidelines for the Corporate Sustainability Due Diligence Directive (CS3D). The CS3D requires large EU companies and non-EU companies with a significant market presence in the EU to identify, prevent, mitigate, and bring to an end adverse impact on human rights and the environment across their own operations, subsidiaries, and value chains.
For more information please see article 14 of AGC 83 (19/6/26).
Other relevant Ashurst Perkins Coie Q2 publications
39. Competition law investigations by the European Commission
This Quickguide summarises the procedure followed by the European Commission when investigating a suspected breach of EU competition law, the possible outcomes of an investigation, and key rights of defence which must be respected.
For more information please click here (6/5/26).
40. International arbitration clauses
This Quickguide addresses the issues to bear in mind when drafting international arbitration clauses, highlighting some of the drafting choices to be made.
For more information please click here (12/5/26).
Authors: Will Chalk, Partner, Corporate Transactions; Shan Shori, Counsel, Corporate Transactions
