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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 which we consider 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

Redomiciling a company into the UK: government consults on the framework

We have published a ​briefing​ on the government's proposed framework for a new corporate redomiciliation regime (reported in ​Corporate Update Bulletin - 2 April 2026​). Under the new regime, a foreign company will be able to “transform” itself into a UK company while retaining its existing legal personality. Our briefing covers the background to the consultation, the key features of the proposed framework, possible use-cases for redomiciliation, and likely next steps. The regime is unlikely to become operational until at least 2027 or 2028. Between now and then, the government and regulators are expected to consult on various aspects of the regime. 

News

FRC Annual Plan and Budget

On 27 March 2026 the Financial Reporting Council (FRC) published its ​Annual Plan and Budget: 2026-27​ (Plan), together with a ​feedback statement​ summarising views received on the draft Plan, which was published for consultation in December 2025, and its response.

The Plan is part of the FRC’s ​3-year Strategy: 2025-2028​. Key initiatives for 2026-27 include reviewing and modernising the FRC’s enforcement processes and procedures to introduce “a more proportionate and graduated range of regulatory responses through the End-to-End Enforcement Review, including an Accelerated Procedure and Early Admissions process, so that relevant cases proceed more quickly”. The FRC also intends to support the Department for Business and Trade in its project to modernise corporate reporting.

Gender equality action plans: guidance published

On 4 March 2026 the Office for Equality and Opportunity published new ​guidance​ on gender equality action plans. The new guidance, which was updated on 7 April 2026, complements the government’s existing ​guidance​ on gender pay gap reporting, which was first published in February 2023 and has also been updated.

Section 33 of the ​Employment Rights Act 2025​ gives the government power to require large employers (250 or more employees) to develop and publish gender equality action plans.  The action plans are being introduced on a voluntary basis starting from April 2026 and will be made mandatory from Spring 2027. 

From April 2026, employers with 250 or more employees will have the option to produce and publish a voluntary action plan alongside their gender pay gap data for the 2026-27 reporting year. The government is encouraging employers to use this voluntary year to practise before it becomes mandatory. Voluntary submissions will be published in the same way as gender pay gap data, so that the approach being taken by those employers who choose to publish their action plans will be publicly available. 

The government has issued overview guidance for employers, together with a ​list of actions​ on how to implement action plans. There are 18 recommended actions under five gender equality headings: recruiting staff, development and promotion, diversity, transparency, and menopause.  Employers producing an action plan must choose at least one action to address their gender pay gap and at least one action that supports employees experiencing menopause. Further guidance is expected to be published before action plans become mandatory.    

The recommended actions, developed using expert insight and academic research, are specific:

  • Recruiting staff: the six actions include making job descriptions inclusive (such as avoiding terms associated with male stereotypes and not asking for an explanation of CV gaps); encouraging applications from a range of candidates (by offering paid “returnships”, for example); and reducing unconscious bias in CV screening (using anonymised application forms and CV templates).
  • For promotion and development, there are three actions, including considering all eligible employees for promotion automatically (taking steps to avoid any disadvantage from opting out). 
  • Building diversity has one action – setting targets to improve gender representation.
  • The two actions in the transparency collection are increasing transparency for pay, promotion, and rewards, and enhancing and promoting flexible working and leave policies.
  • The six actions for supporting employees with menopause include training managers, offering occupational health advice, and setting up support groups.

FCA Primary Market Bulletin 62

On 8 April 2026 the Financial Conduct Authority (FCA) published ​Primary Market Bulletin 62​, which covers:

  • Key aspects of the FCA's misleading statements case against Carillion plc (see ​Corporate Update Bulletin - 19 February 2026​). The FCA reminds issuers that, under article 12(1)(c) of the ​UK Market Abuse Regulation​ (UK MAR), market manipulation comprises “disseminating information through the media, including the internet, or by any other means, which gives, or is likely to give, false or misleading signals as to… [amongst other things, the price of a financial instrument], where the person who made the dissemination knew, or ought to have known, that the information was false or misleading”. For this purpose, the test for whether a director “ought to have known” that information in an announcement is false or misleading is an objective one: if a reasonable person in the director’s position ought to have known that information in an announcement is false or misleading, the company would be guilty of market manipulation. The knowledge of a company’s directors, as well as other employees or agents, may be attributable to the company for these purposes.
  • The FCA's concerns that UK micro-cap and small-cap issuers are being targeted in share price manipulation schemes, particularly:
    • Fake takeover approaches: where purportedly an investor makes a takeover offer or possible offer for the company but in fact they are not who they claim to be; news of the supposed takeover is then leaked in order to drive up the share price, which the scheme organisers can profit from. Issuers and their advisers are reminded to conduct appropriate due diligence on an approach before engaging further with any proposal, including making sure they understand the identity of the investor, confirming the offer is genuine, and reviewing the investor's history for similar deals.
    • Schemes where issuers are persuaded to issue a large number of warrants to subscribe for shares, following which social media posts are used to drive up the company’s share price and the warrants are then exercised.
  • The FCA's review of the work done by sponsors when advising companies seeking to transfer from the Transition category to the Equity Share (Commercial Companies) (ESCC) category using the modified transfer process under ​UK Listing Rules TP2​ (UKLR TP2), which broadly enables an issuer to join the ESCC category without having to go through a full eligibility review. In particular, the FCA reviewed: (i) the nature and extent of due diligence conducted by the sponsor; (ii) whether a new Financial Position and Prospectus Procedures (FPPP) report was obtained; and (iii) how sponsors satisfied themselves that the directors of the issuer understood the additional responsibilities and obligations that would apply on the ESCC category.

The FCA acknowledges it can be difficult for a sponsor to determine whether an issuer satisfies all the eligibility requirements for a modified transfer – in particular, whether the issuer has complied with its obligations under the UKLR, Disclosure and Transparency Rules, and corporate governance rules during the previous 18 months, and whether the issuer has undergone a “significant change” to its business during the previous 18 months. In case of doubt, a sponsor should contact the FCA.

The FCA’s comments are likely to influence the approach taken by sponsors on similar transactions in future.

Government launches call for evidence on the TUPE Regulations

On 8 April 2026 the Department for Business and Trade launched a ​call for evidence​ seeking views on the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE). TUPE protects employees whose contracts are effectively transferred to a new employer that takes over all or part of the business of the old employer.

The government says it is committed to strengthening the existing set of rights and protections for employees and to improving the overall efficiency of the TUPE process. It seeks views on the effectiveness of TUPE and how it could be improved. Responses must be submitted by 1 July 2026. Responses to the call for evidence will be used to develop policy proposals, and any proposed changes to TUPE will be consulted upon in due course.

Case law

In ​Lexana Finance Ltd v Francis [2026] EWHC 611​, the Technology and Construction Court refused to grant summary judgment to the buyer on a claim for breach of warranties in a share purchase agreement (SPA). Broadly, the seller warranted that, so far as it was aware, the target company’s business did not breach the IP rights of any third party and there were no circumstances likely to lead to any existing licences being revoked. Clause 5.3 in the SPA stated that where any warranty was qualified by awareness, the warranty was “deemed to be given to the best of the knowledge, information and belief of the Seller after he has made due and careful enquiries of [two specified individuals]”.

After completion it transpired that the target company did not have all the necessary licences and/or it had breached their terms. Faced with an argument from the seller that it was not aware of the problem, and therefore that the warranty had been true when given, the buyer argued that the seller’s “awareness” defence could not succeed because in practice it had not made due and careful enquiries of the specified individuals.

However, the court ruled that the seller had a reasonable prospect of defending the claim. In particular, it was arguable that clause 5.3 was simply a “deeming provision” – in other words, that it attributed to the seller the knowledge he would have had if those enquiries had been made, and that it did not impose an obligation on the seller actually to make such enquiries or amount to an additional warranty that such enquiries had in fact been made.