Corporate Update Bulletin - 11 September 2025

Welcome to the latest edition of Corporate Update, the first after our August break.

Corporate Update is our fortnightly bulletin offering a quick read of the latest developments which we consider relevant to corporate counsel. Please get in touch with your usual contact 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.

In this issue:

• News
• Case Law
• Publications

News

Failure to prevent fraud offence in force from 1 September

A reminder that the new corporate criminal offence of failure to prevent fraud committed by employees and others introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) came into force on 1 September 2025. For more information, see our briefing published in November 2024 about the government’s Guidance on the offence, its significance, and what reasonable procedures organisations can put in place.

Companies House - access to WebFiling accounts

From 13 October 2025, Companies House’s WebFiling service will only be accessible via GOV.UK One Login, so users trying to sign-in to WebFiling will be redirected to connect their accounts to GOV.UK One Login. Anyone currently sharing access to a WebFiling account will have to create their own GOV.UK One Login, using a different email address, and will no longer be able to access information in the shared account. See the government’s website for more information.

Companies House began moving its online services to GOV.UK One Login in Autumn 2024. Currently, users can use GOV.UK One Login to sign in to the ‘Find and update company information’ service. Over time, it will replace all other ways to sign in to services on GOV.UK.

SFO-CPS corporate prosecution guidance

The Serious Fraud Office (SFO) and the Crown Prosecution Service (CPS) have issued updated guidance on the common approach of the Director of Public Prosecutions (DPP) and the Director of the SFO to the prosecution of corporate offending in England and Wales. Updates reflect changes to corporate criminal liability, including:

• section 196 of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023), which provides that criminal liability can be attributed to a company for certain economic crime offences where the offence is committed by a “senior manager” acting within the actual or apparent scope of their authority, whatever the size of their organisation; and
• the new offence of failure to prevent fraud, created by section 199 of the ECCTA 2023, which came into force on 1 September 2025.

The joint prosecution guidance clarifies that where an organisation tries to withhold material in a way that might frustrate an effective investigation or prosecution, this will be a factor that weighs strongly in favour of prosecution rather than resolution via a deferred prosecution agreement (DPA). The guidance operates in tandem with other guidance including the Code for Crown Prosecutors  and the SFO’s Corporate Guidance on self-reporting, co-operation, enforcement and DPAs.

Companies House: Commencement of mandatory identity verification, and changes to local and central registers 

On 5 August 2025, Companies House announced that with effect from 18 November 2025:

• identity verification (IDV) will be compulsory for all new individual directors, LLP members, and persons with significant control (PSCs);
• a 12-month transition period will start for existing directors and PSCs to verify their identity;
• the current requirement for companies to maintain their own registers of directors, secretaries and PSCs will be abolished (the requirement is being replaced with a requirement to file specified information at Companies House); and
• the option for private companies to opt to keep certain information on the central register at Companies House will be removed.

The government will enact commencement regulations to bring the relevant provisions of ECCTA 2023 into force.

During the transition period, existing directors will need to verify their identity and provide their unique identifier (personal code) in their company’s next confirmation statement. Existing PSCs will also have to verify their identity in the transition period, and the timing for this will vary according to whether they are also a director of the company:

• PSCs who are also directors must provide their unique identifier separately for each role. In relation to being a PSC, the identifier must be submitted to Companies House within 14 days of the company’s confirmation statement date.
• PSCs who are not also directors must provide the unique identifier within 14 days of the first day of the individual’s birth month.  

Helpfully, from 18 November, directors and PSCs will be able to see when their IDV due dates fall in respect of all their roles by checking on the register. Companies House has also updated its guidance that explains when mandatory IDV will apply: When you need to verify your identity for Companies House - GOV.UK. 

On 5 August, the government also updated its indicative timeline for implementing the IDV regime in the ECCTA 2023 transition plan, and its general overview guidance on the regime (Guidance: Verifying your identity for Companies House). Mandatory IDV for relevant individuals within limited partnerships, corporate directors, corporate LLP members and officers of corporate PSCs will commence at a later (as yet unspecified) date.

Modern Slavery Act 2015 - international reporting template

On 30 July 2025, the Home Office, together with the Canadian and Australian governments, published an optional international reporting template to help reduce the administrative burdens facing multinational organisations that are subject to overlapping modern slavery, forced labour and child labour reporting requirements across the UK, Australia and Canada. The template enables users to prepare a single report that addresses the core disclosure requirements of all three jurisdictions.

Case Law

Autonomy Corporation Limited -v- Lynch and others [2025] EWHC 1877 (Ch)

First decision on quantum for section 90 and section 90A FSMA claims

In the first decision on quantum of damages for a claim under s90 and s90A FSMA 2000, the High Court ruled that the estate of Dr Mike Lynch must pay £646 million in damages to Hewlett-Packard in connection with its $11 billion acquisition of Autonomy. (Section 90 provides for the liability of any person responsible for listing particulars or a prospectus to pay compensation to a person who has acquired securities and suffered loss as a result of untrue or misleading statements or omissions. Section 90A provides for the liability of issuers to pay compensation to persons who have suffered loss as a result of a misleading statement or dishonest omission in published information relating to the securities.)

Having heard conflicting expert evidence as to the price HP would have paid had it known of accounting frauds in the target, the court found that HP would have proceeded anyway and that (broadly) it would have paid a price per share that was only about 10% less than the price actually paid. See a brief summary of the judgment in our July 2025 Disputes Briefcase.

Learning Curve (NE) Group Ltd v Lewis [2025] EWHC 1889 (Comm)

Buyer’s ability to bring a claim under a specific indemnity did not preclude a claim for breach of warranty

This case concerned the sale and purchase of a company in 2021 that provided education and training for young people, with its activities being substantially funded by the Education and Skills Funding Agency (ESFA). In early 2022, an audit by ESFA found that the Company had over-claimed funding from ESFA to the tune of approximately £1.25m due to breaches of EFSA Funding Rules. The Company was required to repay EFSA approximately £783,000 (Clawback), the reduced amount reflecting the Company's over-performance in certain areas of its service delivery. The Buyer claimed the breaches had a substantial adverse financial effect on the Company's business beyond the amount of the Clawback, and that the price paid for the Company was significantly more than its true worth. It brought claims against the Defendants under:

• a specific indemnity in the SPA under which the Defendants agreed to indemnify the Buyer in respect of clawback or repayment to EFSA (Funding Indemnity); and
• various warranties in the SPA including ones relating to compliance with the EFSA Funding Rules. 

The SPA included a “no double recovery” provision preventing the Buyer from recovering more than once under both the Warranties and an Indemnity Claim in respect of the same matter. The court rejected the Defendants' argument that the Buyer's ability to claim under the Funding Indemnity precluded any warranty claim; it found that the double recovery provision simply prevented the Buyer from recovering more than once in relation to the same matter.

The court also considered, amongst other things, whether the buyer had correctly served its claim form within contractual time limits, the interpretation of various provisions in the share purchase agreement, whether all warranty claims had been validly notified, and the appropriate method of assessing damages.

Jardine Strategic Ltd v Oasis Investments II Master Fund Ltd and others [2025] UKPC 34

Abolition of the so-called  “shareholder rule” in respect of legal advice privilege

The Board of the Privy Council has allowed an appeal from the decision of the Court of Appeal for Bermuda in shareholder litigation, and held, inter alia, that the "shareholder rule" should no longer be recognised as forming part of English law. The “shareholder rule” was a doctrine that prevented companies from asserting legal advice privilege against their shareholders. A Willers v Joyce direction was issued by the Board, so that the decision is binding in the courts of England and Wales.

Under the so-called shareholder rule, a company could not assert privilege against its own shareholders, except in respect of documents created for the purpose of litigation against that shareholder. The rule had its historical basis in the (legally doubtful) principle that a shareholder had a proprietary interest in the company’s assets, including in advice taken by the company.

The decision puts to rest the academic and judicial controversy that surrounded this “rule”. The ruling will be welcomed by companies and boards, which can now feel reassured that they can obtain legal advice without the risk of it being disclosable in subsequent proceedings brought by or against its shareholders (subject to the usual exceptions to legal advice privilege).

Publications 

Takeovers: Trends in 2025

As part of its Strategic M&A Series, Slaughter and May has published Takeovers: Trends in 2025. The briefing explores key takeover trends and developments so far this year, with insights from our recent experiences on the leading deals in the market.