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 third quarter of 2026.
Corporate Reporting
1. Modernizing corporate reporting
The UK Government published its long-awaited consultation on modernizing the UK’s corporate reporting framework, including non-financial narrative reporting.
The Modernizing Corporate Reporting review aims to address the existing complex and duplicative requirements that obscure the purpose of corporate reporting so that future requirements are simpler, more proportionate and focus on providing financially material information for investors and creditors.
Our detailed overview of the proposals, which include proposals relating to virtual shareholder meetings and distributions, can be accessed by clicking here.
Article 1 of AGC 86 (18/9/26).
2. FRC annual review of corporate reporting
The FRC published its annual review of corporate reporting for 2025/2026, which revealed that the quality of corporate reporting by FTSE 350 companies has been maintained, while the gap in quality between larger listed companies and other companies is narrowing.
The annual review:
- includes example disclosures which represent good quality application of reporting requirements that companies should consider when preparing their annual reports and accounts;
- provides an overview of the FRC's activities and findings in 2025/26 and its expectations for reports next year; and
- concludes with a helpful reminder of the scope of the FRC's work and how companies should interact with the relevant team at the FRC.
For further detail and analysis please see article 4 of AGC 87 (7/10/26).
3. FRC insights on materiality in corporate reporting
The FRC published insights on materiality in corporate reporting intended to help preparers, investors and other primary users of UK annual reports understand how materiality applies to corporate reporting.
The publication includes frequently asked questions and an illustrative process intended to help entities develop their own process for applying materiality when preparing annual reports.
For more information please see article 8 of AGC 85 (7/8/26).
Corporate Governance
4. FRC annual review of audit quality
The FRC published its Annual Review of Audit Quality 2026, which provides a market-wide assessment of audit quality and is designed to support better decision-making by audit firms, audit committees and other users of audit.
Alongside the report, the FRC published data on Audit Firm Metrics which the FRC considers is a valuable tool for users of audit, in particular audit committees, to consider how audit quality is defined and managed by a firm.
The FRC also published its Annual Enforcement Review for 2026. The review spotlights issues in the quality of financial reporting and audit, as well as the role of firm-level systems and controls. It addresses how insights from enforcement activity are being used to inform the FRC’s supervisory activity and work on regulatory standards.
For more information please see article 14 of AGC 85 (7/8/26).
5. FRC guidance on auditors' responsibilities under the UK Corporate Governance Code
The FRC published a 'mythbuster' on auditors' responsibilities in relation to Provision 29 of the UK Corporate Governance Code 2024, as well as three revised UK auditing standards which seek to make auditors' reports shorter, clearer and more useful.
The FRC also published reforms to its Audit Enforcement Procedure, modernizing its regulatory toolkit to enable it to act more quickly.
For more information please see article 1 of AGC 84 (9/7/26).
6. Significant changes to the Modern Slavery Act
The Modern Slavery Act 2015 (MSA) was once widely regarded as a pioneering piece of legislation, placing the UK at the forefront of global efforts to combat forced labour and human trafficking. However, the MSA has attracted sustained criticism for the absence of sanctions for companies that do not comply with reporting requirements, and the poor quality of many published Modern Slavery Statements.
On 30 June 2026 the UK Government introduced proposed amendments to the MSA which coincided with the extension of corporate liability for all UK criminal offences.
Please click here for an article examining the practical implications of these recent changes for companies carrying on a business in the UK.
For more information please see article 1 of AGC 85 (7/8/26).
AGMs
7. Practical Law mid-year review of 2026 AGMs
Practical Law published a mid-year review of annual reporting and AGMs in 2026, highlighting several notable reporting trends identified within the data, including:
- the different formats in which companies are holding their 2026 AGMs;
- how companies are performing against UK Listing Rule targets for gender and ethnic diversity on boards;
- the methods companies are using to engage with their workforce; and
- the extent to which companies report compliance with the UK Corporate Governance Code.
For more information please see article 9 of AGC 85 (7/8/26).
8. Glass Lewis 2026 AGM season review
Glass Lewis published its 2026 review of the UK Proxy Season. Key trends addressed include remuneration, diversity, director re-election, shareholder activism and meeting format.
For further detail about these key trends please see article 3 of AGC 87 (7/10/26).
9. LSE dividend procedure timetable for 2027
The London Stock Exchange published its Dividend Procedure Timetable for 2027, which it expects issuers, both on the Main Market and AIM, to follow when declaring dividends.
By way of reminder, where a dividend timetable does not follow the Timetable, it must be approved by the LSE's Corporate Actions team in advance of the announcement of the dividend. The Timetable also prescribes the content of such announcements.
For more information please see article 2 of AGC 87 (7/10/26).
10. GC100 published poll on dormant assets and preparing for dematerialization
The GC100 published the results of a poll carried out among GC100 members relating to the Government's dormant asset scheme and the steps that companies are taking in preparation for dematerialization.
For more information please see article 7 of AGC 85 (7/8/26).
Equity Capital Markets
11. Revised AIM rules
The London Stock Exchange published its updated AIM Rules for Companies, the biggest overhaul in two decades following the consultation launched in June 2026 (see AGC Update, Issue 83 – Item 5).
The consultation response, summarized in AIM Notice 64, was overwhelmingly supportive and the Exchange is implementing all proposed changes with minor amendments. A marked-up version of the updated AIM Rules is attached to the AIM Notice.
Key changes include: 1. a more proportionate framework for large M&A transactions; 2. a voluntary capital access window; 3. a refreshed corporate governance approach; 4. support for founder-led and innovative companies; 5. recognition of the Nomad's role; 6. lower barriers to admission; 7. a fast-track process for international companies joining AIM from other markets.
For more information please see article 2 of AGC 85 (7/8/26).
12. Total voting rights disclosures and significant transactions regime
The FCA published Primary Market Bulletin 64 (PMB 64) in which it covered two areas of practical relevance to UK-listed companies: (i) total voting rights (TVR) disclosures; and (ii) significant transaction notifications under the reformed UK Listing Rule regime.
The FCA completed its 2025 follow-up review of TVR disclosures, building on its 2020 review. TVR disclosures are a source of market transparency and in PMB 64, the FCA highlighted important practical steps for issuers.
Since the 2024 UKLR reforms replaced FCA-approved circulars and shareholder votes with a notification-based regime for significant transactions (broadly, non-ordinary course transactions at or above 25% on any class test), the FCA has been monitoring the new framework. In PMB 64, the FCA identified improvements concerning risk disclosures and board statements on best interests.
For more information please see article 5 of AGC 84 (9/7/26).
13. Regulatory announcements and inside information
The FCA published Primary Market Bulletin 65 (PMB 65) in which it addressed regulatory announcements being used as marketing materials. The FCA identified a growing trend of potentially misleading statements in regulatory announcements, with issuers using language which is vague, exaggerated and flamboyant. In some cases, its view is that announcements resemble marketing material rather than regulated information.
PMB 65 also addressed the FCA's review of the delayed disclosure of inside information, as well as the new inside information declaration form for listings submissions via ESS. The FCA reminded issuers that they must not combine the release of inside information under UK MAR with marketing material. Issuers should also be mindful of the FCA's financial promotion rules in this respect.
From 21 September 2026, all new equity cases (including guidance requests) submitted through the FCA's Electronic Submission System portal must include a new inside information declaration form with the first submission of documents.
For further detail and analysis please see article 2 of AGC 86 (18/9/26).
14. Assessing issuer disclosure obligations arising from a cyber incident
The FCA published Primary Market Bulletin 66 (PMB 66) which included its observations on issuer disclosure obligations under the UK Market Abuse Regulation that may arise in the context of a cyber incident.
For further detail and analysis please see article 1 of AGC 87 (7/10/26).
15. Proposed changes to UK Listing Rules for closed-ended investment funds
The FCA published a consultation on proposed changes to the UK Listing Rules for closed-ended investment funds, focusing on the management of conflicts of interest and the protection of shareholder rights.
For more information please see article 6 of AGC 84 (9/7/26).
16. FCA consultation on increases to fines for serious market abuse breaches
The FCA published a consultation on proposed updates to its Decision Procedure and Penalties Manual including: (i) raising the minimum fine for individuals, for the most serious cases, from £100,000 to £150,000; and (ii) clarifying that it may increase penalties for wealthier individuals for deterrent effect having regard to their income and assets.
17. Countdown to the end of paper share certificates
The Dematerialization Market Action Taskforce (DEMAT) published its Implementation Plan for removing paper share certificates from the UK shareholding framework. This delivers on a key objective set out in DEMAT's Terms of Reference published in October 2025 (see AGC Update, Issue 72 – Item 8).
The Implementation Plan marks the first stage in a phased program to digitize share ownership in the UK. The UK's move away from paper share certificates is being delivered in three stages. The first step replaces existing paper share certificates with digital share registration, and these measures are expected to take effect in late 2027. The second step will improve the intermediated system (through which most shares are already held via nominees and brokers), so that ultimate beneficial owners can receive issuer communications and exercise their rights effectively and efficiently through those intermediaries. The third step will migrate digital register holdings onto the improved intermediated model, completing the transition to a fully digital, intermediated model of share ownership.
For more detail please see article 3 of AGC 85 (7/8/26).
18. FCA Handbook changes
The FCA published Handbook Notice 143 setting out amendments to the FCA Handbook and other material made by the FCA Board in June and July 2026.
Among other changes, amendments were made to the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) to give proper effect to aspects of the Public Offers and Admissions to Trading (POAT) regime.
Key PRM changes for existing issuers include: (i) an exemption for transferable securities allotted to directors or employees; and (ii) an accompanying statement for protected forward-looking statements.
For more information please see article 4 of AGC 85 (7/8/26).
19. Delivering the financial services growth and competitiveness strategy
HM Treasury published its first annual progress report on the Financial Services Growth and Competitiveness Strategy – the ten-year plan launched in July 2025 to make the UK the world's centre of choice for financial services investment by 2035.
The report tracks delivery against the five pillars of the strategy: a competitive regulatory environment, global leadership, innovation and FinTech, retail investment and capital markets, and skills and talent.
For more information please see article 5 of AGC 85 (7/8/26).
20. Key EU Listing Act reforms
The EU Listing Act introduced several amendments to the EU Market Abuse Regulation (EU MAR), with recent reforms introduced on 5 June 2026 removing the obligation to disclose inside information concerning intermediate steps in protracted processes and replacing one of the conditions for delaying disclosure with a more objective test.
For more information please see article 9 of AGC 84 (9/7/26).
Economic Crime & Corporate Transparency
21. First directors fined for failing to verify their identity
Three individuals became the first directors to be fined for failing to verify their identity at Companies House. The successful prosecutions underscore the fact that the identity verification requirements are a cornerstone of the reforms introduced by the Economic Crime and Corporate Transparency Act 2023, which seek to ensure that those setting up, running and controlling companies are who they claim to be. For a reminder of identity verification requirements for directors, LLP members and persons with significant control, see AGC Update, Issue 73 – Item 1.
For further details about the prosecutions please see article 5 of AGC 87 (7/10/26).
22. ECCTA accounts changes delayed until April 2028
The government issued a written statement announcing how key accounts and reporting reforms set out in the Economic Crime and Corporate Transparency Act 2023 are to be implemented. The reforms come into force in April 2028 and are intended to make filing requirements easier to understand, reduce fraud and error, and improve transparency. The reforms encompass changes to small company and micro-entity accounts, accounts format, audit exemption and the accounting reference period.
For more information please see article 4 of AGC 84 (9/7/26)
23. Implementation of identity verification for presenters delayed
Companies House updated its Transition Plan for implementing key corporate law reforms under the Economic Crime and Corporate Transparency Act 2023, indicating that the start of mandatory identity verification for those filing documents at Companies House has been postponed to no earlier than November 2027.
The requirement for any third-party agent filing on behalf of a company to be registered as an authorized corporate service provider (ACSP) has been similarly delayed. Companies House will give at least six months' notice before the new requirements come into effect.
Companies House also published guidance on what the Registrar will consider when applying the 'fit and proper' criteria for ACSPs. The guidance also describes how an applicant can apply to register as an ACSP.
Article 4 of AGC 86 (18/9/26).
24. GOV.UK One Login
Companies House announced that the GOV.UK One Login is to become the main sign-in option for its find and update company information service. While users with an existing Companies House account will still be able to sign in as before, all new users will need a GOV.UK One Login to access Companies House services. In the future, GOV.UK One Login will become compulsory for all users.
Article 6 of AGC 86 (18/9/26).
Corporate Cases
25. Supreme Court confirmed the scope of a director's duty to act in good faith
A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (section 172, Companies Act 2006). In Saxon Woods Investments Ltd v Costa [2026] UKSC 21, the Supreme Court confirmed that a director's duty to act in good faith applies to conduct and not just to subjective belief.
The decision is a reminder that the starting point for the proper discharge of directors' duties and decision-making is the board acting collectively availed of all the facts. As part of that process, directors should disclose all relevant information to the board as a whole. If a director disagrees with a course of action, they should raise the issue with the board, engage in discussion, and form a collective view as to the course of action that is most likely to promote the success of the company.
If a director acts alone, even with the best of intentions, there is a risk that they will breach section 172 if their conduct is not consistent with fiduciary loyalty and good faith. This will certainly be the case if an individual director pursues an alternative strategy through disloyalty and deception rather than pursuing an agreed board strategy.
For more information about this case please see article 3 of AGC 86 (18/9/26).
26. Warranty claims: compromised by shareholder-director retirement letters
In Evans v JNP Group Consulting Engineers Limited [2026] EWHC 2175 (Comm) the High Court held that retirement letters entered into between a company and departing shareholder-directors settled all claims between the parties, including the company's breach of warranty counterclaim, despite not containing express settlement language drafting to that effect.
This decision is an important reminder that a party wanting to preserve a known or potential claim in an exit document must explicitly carve out and reserve the claim in the document. Otherwise, there is a risk that the terms of an exit document, such as a retirement letter, could unintentionally constitute full and final settlement of claims that the parties may have against each other despite the absence of express settlement wording.
For our briefing on this case please click here and read article 1.
27. Register of members: rectification
In Palmer v P1 Pit Stop Ltd [2026] EWHC 1924 (Ch) the High Court ordered a company to create a register of members from scratch, holding that the statutory power of rectification extends to companies that have never created a register.
This decision confirms that a court can order a company to create a register of members from scratch under section 125 of the Companies Act 2006 but also highlights the importance of creating and maintaining a register in accordance with section 113 of the Act. The register should document every share allotment, transfer or redesignation in a clear and timely manner. Where there is a dispute concerning share ownership, the decision reiterates the usefulness of applying to the court to create or rectify the register.
For our briefing on this case please click here and read article 2.
28. Director's loan account: unauthorized personal drawings
In McCarthy v Marshall [2026] EWHC 1585 (Ch) the High Court held that a director's unauthorized operation of a director's loan account constituted a fraudulent breach of fiduciary duty.
The decision is a reminder that any borrowing or use of company funds by a director should be authorized, recorded and transparent. Authorization should be sought from the shareholders and, where appropriate, from other directors. This is particularly relevant for smaller owner-managed businesses where there tends to be more informality regarding corporate matters.
The improper use of a director's loan account is likely to expose a director to a claim for a breach of fiduciary duty, which can have serious consequences for the director concerned. A director's intention to pay a loan back to the company will not excuse the unauthorized misuse of a loan account. Reckless indifference from a director as to the unauthorized use of a loan account is likely to expose them to a claim for a fraudulent breach of fiduciary duty, in which case a claim will not be barred by the Limitation Act 1980.
For our briefing on this case please click here and read article 3.
Tax
29. New securities transfer tax moves a step closer
The government published draft legislation introducing a new securities transfer tax (STT) to replace stamp duty and SDRT; as well as an associated policy paper.
The STT is a digitally self-assessed tax administered via a new HMRC online portal.
For more information please see article 6 of AGC 85 (7/8/26).
30. HMRC consulted on reforms to tax treatment of distributions and returns of capital
HMRC published a consultation, HMRC: Modernizing the distributions framework, in which it set out proposals to change significantly the tax framework for distributions and capital repayments from companies to individuals.
For more detail and analysis please read our Tax team's update here.
Sustainability
31. Anti-deforestation due diligence
The Department for Environment, Food and Rural Affairs announced its intention to consult on new anti-deforestation due diligence requirements for GB businesses with turnover above £1 million.
The proposed rules will require businesses to verify that products they use are not made from commodities produced on illegally deforested land. Legislation is targeted for 2027.
For more information please see article 10 of AGC 84 (9/7/26).
32. Simplified sustainability reporting standard for voluntary use
The European Commission adopted two delegated regulations.
- The first delegated regulation and accompanying annexes revised Delegated Regulation (EU) 2023/2772, which introduced the European Sustainability Reporting Standards (ESRS), to provide revised ESRS for undertakings that remain within scope of mandatory sustainability reporting after Omnibus I.
- The second established a voluntary sustainability reporting standard and accompanying annexes for undertakings outside the Corporate Sustainability Reporting Directive (CSRD) regime, particularly those protected by the value chain cap.
For more information please click here.
33. EFRAG consulted on proposed sustainability reporting standards
The European Financial Reporting Advisory Group (EFRAG) published a consultation on an exposure draft of the proposed ESRS to support reporting by non-EU companies that are required to publish a sustainability report under CSRD.
For more information please click here.
34. Aligning listed issuer sustainability disclosures with ISSB standards
The FCA published Policy Statement PS26/19 containing its rules requiring listed issuers to make climate and sustainability disclosures against the UK Sustainability Reporting Standards (UK SRS) on a 'comply or explain' basis. The new rules replace existing climate-related financial disclosures and apply to accounting periods starting on or after 1 January 2027, with first reporting in 2028.
For more information please see article 6 of AGC 87 (7/10/26).
35. Data centre rating scheme and sustainability standards
The EU Commission published a package of documents to enhance energy efficiency and sustainability of EU data centres. The package includes 1. a call for evidence on a proposed regulation to establish minimum performance standards to reduce the energy consumption and environmental footprint of data centres; and 2. a delegated regulation establishing a rating scheme and sustainability label for data centres with a capacity above 500kW.
For more information please see article 8 of AGC 87 (7/10/26).
Author: Shan Shori, Expertise Counsel, Corporate Transactions.
