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Welcome to the latest edition of Corporate Update.

Corporate Update is our fortnightly bulletin offering a quick read of the latest developments relevant to corporate counsel. Please get in touch with your usual contact or any of the contacts listed below if you want to explore any of the topics covered in more detail. If you would like to subscribe to this bulletin as a regular email, please click here. 

Publications

Executing M&A in a volatile market

The latest publication in our Strategic M&A Series, Executing M&A in a volatile market explores how continued instability, alongside evolving regulatory and investment dynamics, is shaping dealmaking. The publication focuses on valuation gaps and managing deal certainty.

The Crime and Policing Act 2026: a new era for corporate criminal liability?

The Crime and Policing Act 2026, which comes into force on 29 June 2026 (see Corporate Update Bulletin - 14 May 2026), represents the latest - and arguably most significant - step in a series of legislative changes that have made it progressively easier to find companies guilty of criminal offences. We have published a briefing examining the new regime and the impact for organisations of the expanded attribution principles.

Breaking Barriers: the EU's push against Territorial Supply Constraints

Amid persistent cost-of-living pressures across the EU, territorial supply constraints (TSCs) have risen to prominence on the European Commission’s political agenda, and the Commission is now consulting on several proposals to address TSCs. We have published a briefing assessing what these proposals might mean for European suppliers, retailers, wholesalers, and consumers.

News  

LSE consults on changes to the AIM Rules

On 4 June 2026, the London Stock Exchange (LSE) published AIM Notice 62 setting out for consultation a wide range of proposed changes to the AIM Rules for Companies. The changes are designed to introduce proposals set out in the LSE’s Feedback Statement published in November last year (covered in our briefing in December 2025) and to make certain additional changes. Overall, the LSE is seeking to differentiate AIM from the Main Market, attract more founder-led, innovative, and growing companies and international companies to join AIM and make it easier for AIM companies to do M&A transactions and raise further capital.

Proposed changes include:

  • Working capital reports on admission: The requirement for an AIM admission document to include a working capital statement will be dropped. Instead, a company will have to disclose, however it considers appropriate, details of its capital resources, financial commitments, and expected fundraising needs over the next 12 months. This is designed to avoid companies having to compile a detailed working capital report and obtain external assurance on it from a firm of reporting accountants.
  • Dual class share structures: It will be made clear that on admission a company can have a separate class of shares held by a director, founder, or pre-IPO investor that carry multiple votes on all or some resolutions, and which therefore allow the holder to exercise control of the company. However, the “high vote” shares will not be able to vote on resolutions relating to remuneration, a related party transaction that involves the holder of the shares, or the cancellation of the company’s admission to AIM.
  • Fast-track admission to AIM: A wider range of companies that are already quoted on another market will be eligible for a new Express Market route, which will replace the AIM Designated Market route. Main Market companies that want to step down to AIM will also be eligible for a simplified admission process.
  • Fundraisings: An AIM company seeking to undertake an equity fundraising or corporate transaction involving the issue of further shares will be able to ask the LSE to suspend trading in its shares while the issue is being marketed or the transaction is being negotiated (to be known as a “Capital Access Window”). This is designed to make it easier for a company to market the issue to a wider range of investors, including retail investors, by effectively “freezing” the market price for a short period. A similar concept is used in some overseas markets, but there is no parallel on the UK Main Market.
  • Reverse takeovers: An acquisition will not be considered a reverse takeover under AIM Rule 14 where there is no fundamental change to the business, board, or voting control. However, depending on the circumstances, the transaction may require shareholder approval.
  • Substantial transactions: To bring the AIM Rules into line with the Listing Rules, the threshold for determining whether a transaction constitutes a substantial transaction under Rule 12 will rise from 10% to 25%, meaning fewer transactions will be caught. A few changes to the class tests will be made.
  • Director remuneration: Non-standard director remuneration will be considered a related party transaction, but the company’s nominated adviser (Nomad) will no longer need to provide a fair and reasonable opinion if it is satisfied that the contractual terms provide reasonable commercial protections for the company (such as good leaver/bad leaver terms, provisions for clawback, and conditions/deferral/performance measures) and those terms are disclosed. If in doubt, the company should seek shareholder approval.
  • Governance: AIM companies will no longer be required to specify a recognised corporate governance code (such as the QCA Code) and comply or explain against it. Instead, a company will have to disclose its approach to five key matters: board composition; the role and responsibilities of each director; the structure and terms of directors’ remuneration; its risk and controls framework, including any board committees; and its approach to shareholder engagement.
  • Disclosure of price-sensitive information: AIM Rule 11 will be removed, leaving AIM companies to comply solely with article 17 of the UK Market Abuse Regulation. Companies will be expected to consult their Nomad on whether an announcement is required.

AIM Notice 63, published at the same time, sets out proposed changes to the AIM Rules for Nominated Advisers and a new Technical Note for Nomads. Together, these are designed to clarify the due diligence and other work the LSE expects Nomads to perform at Admission and on an ongoing basis.

The consultation closes on 2 July 2026. We will publish a briefing on the proposed changes shortly.

Government signals reform to SECR framework

On 26 May 2026, the Department for Energy Security and Net Zero published its post-implementation review of the Streamlined Energy and Carbon Reporting (SECR) framework.

SECR, introduced under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, requires quoted companies, large unquoted companies, and large LLPs to disclose information on energy use and greenhouse gas emissions in their annual reports. The review concludes that, while SECR has mainly met its objectives and has delivered measurable benefits, compliance has been uneven, particularly among private companies and LLPs.

To simplify SECR and align it with other sustainability reporting regimes, the review commends introducing clearer guidance, a standardised disclosure template, and forward-looking elements such as optional targets. Any proposed changes will be set out in a consultation planned for this year on streamlining energy and emissions reporting.

Ahead of the consultation, in-scope entities should review their SECR disclosures, and consider the scope for rationalising with other reporting regimes, including those set by the International Sustainability Standards Board (ISSB) and the Taskforce for Climate-related Financial Disclosures (TCFD).

Register of overseas entities/LLPs: draft regulations relaid before Parliament

On 1 June 2026, the draft Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 were relaid before Parliament, together with a draft Explanatory Memorandum.

These regulations replace the substantially identical draft laid in April 2026 (summarised in Corporate Update Bulletin - 30 April 2026), which lapsed at the end of the Parliamentary session and was then withdrawn (Corporate Update Bulletin - 28 May 2026).

Among other things, the regulations amend provisions governing public access to information on the register of overseas entities, the application process for removing an individual's home address from the public register, and service address requirements for LLPs. Subject to approval, the regulations will come into force on the day after they are made. 

New Business and Property Division of the High Court to launch in October 2026

On 2 June 2026, the Lady Chief Justice announced that the High Court will create a new Business and Property Division, replacing the Chancery Division from the start of the 2026/27 legal year.

Currently, the Business and Property Courts are spread across both the King’s Bench and Chancery Divisions. Under this reform, all Business and Property Courts will become part of the new Business and Property Division.

In a written statement to Parliament, the Lord Chancellor described the reform as a judiciary-led initiative supported by the government, intended to support economic growth by strengthening the international profile and accessibility of the courts, improve access to justice through clearer structures, and strengthen judicial governance by providing a single point of leadership.

Changes will be implemented through an Order in Council to be laid before Parliament in due course, alongside updates to the Civil Procedure Rules, practice directions, and associated court materials. Parties to commercial and chancery litigation should expect no immediate change to how or where they bring their cases, but should monitor the implementing legislation and any associated changes to court materials ahead of the new Division's launch.

CGI publishes updated guidance on access to register of members

On 3 June 2026, the Chartered Governance Institute UK & Ireland (CGI) published updated guidance on the “proper purpose” test for access to the register of members under sections 116-119 of the Companies Act 2006. (To view the guidance you must be registered on the CGI website, but it is available to free subscribers.)

Under section 116, any person may request to inspect or obtain a copy of a company's register of members, but must state the purpose for which the information will be used. A company that receives a request must comply within five working days or, if it considers that the request has not been made for a proper purpose, apply to the court for permission to refuse.

Drawing on recent cases such as Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) (covered in our briefing in March 2026), the CGI’s updated guidance provides analysis of what amounts to a “proper purpose”, examples of proper and improper purposes, and practical recommendations for companies which receive a section 116 request. These recommendations include:

  • limiting access to one or a limited number of shareholders where that information is sufficient to satisfy the request;
  • prohibiting direct shareholder contact where the request has been made for research purposes only; and
  • making further enquiries where the purpose of the request is unclear.

Companies which fail to respond to a valid request within five working days may face criminal sanctions. In-house teams should ensure that internal processes for handling register requests are established in advance, company secretaries are briefed, and the updated guidance is readily accessible.