Corporate Update Bulletin - 19 June 2025

Welcome to the latest edition of Corporate Update, 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
• Legislation
• Case Law
• Publications

News

Provisions in EU MAR relating to ability of issuers to delay announcement of inside information amended

As part of the package of legislation known as the EU Listing Act, amendments are being made the EU Market Abuse Regulation (EU MAR), including significant amendments to article 17 of EU MAR specifically in relation to the ability of issuers to delay announcement of inside information. The amendments to article 17 EU MAR will come into force on 5 June 2026. As a result of the amendments:

• Issuers will no longer be required to announce inside information relating to an intermediate step in a protracted process as soon as possible. Rather, issuers will only be required to make an announcement after the final step or event in the process takes place.
• The conditions that must be satisfied for an issuer to delay disclosure of inside information will also be amended so that instead of stating that a delay must not “be likely to mislead the public”, article 17(4) will be amended to say that disclosure cannot be delayed if the information contradicts the most recent previous public announcement by the issuer on the same matter.

The European Commission has also published its final report which contains a draft Delegated Act to be made under amended article 17 EU MAR. Once adopted, the Delegated Act will come into force at the same time as the amended article 17 of EU MAR (i.e. 5 June 2026). The Delegated Act includes:

• non-exhaustive lists of the “protracted processes” and the final step in each. This should make it easier for issuers to conclude that they can justify delaying an announcement until the required step is taken, even where the information is already “sufficiently precise”; and
• the circumstances in which information will be deemed to contradict the issuer’s previous public disclosures. As the circumstances are similar to what is currently in ESMA guidelines, market practice is unlikely to change much and issuers are likely to continue to make an announcement in the same circumstances as they currently do.

Neither the UK Government nor the FCA have indicated that UK version of the Market Abuse Regulation will be amended, in order to bring it in line with the amended EU MAR. Dual UK/EU issuers will therefore need to take both regimes into account and in practice, this may mean that such issuers will have to comply with the more stringent of the regimes.

Progress report on implementation of ECCTA 2023 company law reforms and Companies House 2025-26 business plan published

On 16 June 2025, the Department of Business and Trade (DBT) published its second statutory Progress Report on the implementation and operation of the company law reforms introduced by Parts 1 to 3 Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). The government will introduce further secondary legislation during 2025 and 2026, including legislation to enable individuals to protect more personal information from disclosure on the public register and to extend identity verification obligations to individuals involved with limited liability partnerships, overseas companies and unregistered companies. The government also plans to deliver secondary legislation to commence the reforms to limited partnerships.

The report contains the broad implementation timetable for the various reforms, including the roll out of the mandatory identity verification regime for directors and people with significant control (PSCs) by Autumn 2025 and reforms to limited partnerships in 2026. There have been no significant changes to the broad timetable but it is useful to be reminded of the expected milestones:

• By Autumn 2025: IDV will become compulsory as part of the incorporation process, as well as for all new directors and PSCs and the 12-month transition period will begin to allow existing directors and PSCs to verify their identity as part of the annual confirmation statement filing.
• By Spring 2026: the new filing regime where only registered authorised corporate service providers (ACSPs) or presenters who had their identities verified can file documents on behalf of others is expected to commence.
• By the end of 2026: Enhanced transparency requirements for limited partnerships are also expected to become effective by the end of the year.

On 17 June 2025, Companies House also published Business Plan: 2025-26, setting out how it intends to progress during the coming year towards its strategic goals for 2025-30. Companies House expects to publish its full 2025-30 strategy later in 2025. The focus in 2025-26 will remain on delivering the wide-ranging company law reforms introduced by the ECCTA 2023. In particular, Companies House will continue to implement reforms relating to its new objectives and enhanced powers to improve the integrity of the registers. The timeline for implementation is in line with that set out in DBT’s progress report.

FCA publishes final PISCES secondary market rules

On 10 June 2025, the Financial Conduct Authority (FCA) published a policy statement on the final rules for PISCES sandbox, its new regulated trading platform designed to facilitate the intermittent trading of existing shares in private companies. Feedback to its April 2025 consultation was largely positive and no material changes were made to its initial proposals, although there are some minor technical changes, primarily in relation to the ‘core information’ disclosures that must be provided.

It is hoped that the sandbox will permit private companies to reach a broader investor base, which will support growth and further the competitiveness of the UK markets. The sandbox is now open to prospective applicants, with the first platforms likely to be available by the second half of 2025. For further details, see Publications below.

European Commission fines Delivery Hero and Glovo €329 million for their participation in the first EU labour market cartel

On 2 June 2025, the European Commission announced that it had imposed fines of €329 million on Delivery Hero and Glovo, two of the foremost food delivery companies in Europe, for their participation in the alleged cartel between July 2018 and July 2022. This decision marks the first time the Commission has fined a company for anti-competitive conduct in the labour market, and also stands as a precedent for the possibility that even a minority stake in a competitor can enable collusion.

Delivery Hero had agreed to acquire a 15% minority stake in Glovo in July 2018, and gradually increased its shareholding through further investments. By July 2022, Delivery Hero had obtained sole control of Glovo. Following raids at the companies’ headquarters in 2022 and 2023, a single and continuous infringement was discovered, stemming from the parties’ agreements to:

• not poach each other’s employees;
• exchange commercially sensitive information; and
• allocate national markets between themselves.

The decision demonstrates that a party can risk being found guilty of collusion, even if they hold only a minority stake in a competitor, where this stake is central to facilitating anti-competitive practices.

Legislation

Regulations extending powers of registrar to amend the Register of Overseas Entities published

On 6 June 2025, The Register of Overseas Entities (Annotation) Regulations 2025 were published and laid before Parliament. These regulations will come into force on 30 June 2025. Formerly, the Register of Overseas Entities (containing information on overseas entities which hold property in the UK and their registrable beneficial owners) could only be amended where the published information was confusing or misleading. These regulations seek to improve the quality of information published on the register, by extending the ability of the registrar to amend the register where:

• an overseas entity has been dissolved, wound up or ceases to exist in its home jurisdiction;
• an overseas entity fails to comply with a notice issued under section 1092A of the Companies Act 2006 Companies House (which empowers the Registrar of companies to require individuals to provide information for specific purposes) within the specified timeframe; or
• a verifying agent is found not to be supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

Regulations exempting PISCES transactions from stamp duty and SDRT published

On 10 June 2025, the Private Intermittent Securities and Capital Exchange System (Exemption from Stamp Duties) Regulations were made. The Regulations will come into force from 3 July 2025 and will exempt any transfers of PISCES shares that takes place through trading activity occurring via the PISCES sandbox arrangements.

Case Law

Saxon Woods Investments Ltd v Costa (Re Spring Media Investments Ltd) [2025] EWCA Civ 708

Court of Appeal considers scope and content of directors’ duties in unfair prejudice case

This case is helpful in its consideration of the scope and content of directors’ duties under section 172 of the Companies Act 2006. The appellant, a minority shareholder in Spring Media Investments Ltd (the Company), had brought an unfair prejudice petition against the Chairman of the Company, who separately held 56% of the shares in the Company through an investment vehicle. A shareholders’ agreement entered into by the Company and its investors had required the parties to “work together in good faith towards an Exit (defined as the sale of all or substantially all of the Company’s share capital) no later than 31 December 2019” and give "good faith consideration to any opportunities for an Exit" during the Investment Period. No sale was achieved by 31 December 2019, and the minority shareholder alleged that the Chairman, in failing to inform the appointed investment bank of the requirement to sell the Company by 31 December 2019, and in failing to adequately consider Exit opportunities, had caused the Company to breach its obligations and act in a way that was prejudicial to their interests.

At first instance, the High Court had found that the Chairman had indeed caused the Company to act in breach of its obligations under the shareholders’ agreement. However, it also held that the Chairman had not breached his section 172 duties in doing so, as he genuinely believed he was acting in the best interests of the Company in deferring the Exit. The High Court ordered a buy-out of the claimant’s shares, but only if, at a second trial, the Court was satisfied that an offer exceeding $75 million would have been made for the Company by 31 December 2019.

On appeal by both the minority shareholder and the Chairman, the Court of Appeal dismissed the Chairman’s appeal and allowed the appellant’s appeal and ordered that the shares be bought by the Chairman on an unconditional basis. The Court disagreed with the High Court’s decision that the Chairman was not in breach of his duties. Section 172 is a fiduciary duty which would require a director to act honestly toward the company and the test of honesty, established in Ivey v Genting Casinos, contains both subjective and objective elements. The judge had therefore erred in failing to consider whether the Chairman’s behaviour was, objectively, honest by the standards of ordinary decent people. Notably, in relation to the Chairman’s deliberate efforts to conceal the fact that a sale was not being pursued by 31 December 2019, the Court stated that: "Deliberately deceiving the board of a company must, either always or almost always, be inconsistent with a director's duty under section 172". By failing to act in accordance with the terms of the shareholders’ agreement, which had set out how the best interests of the Company were to be understood, the Chairman had, accordingly, acted in breach of his duties.

Publications

FRC publishes new Stewardship Code 2026: Supporting long term sustainable value?

Following the publication of the new UK Stewardship Code 2026 by the Financial Reporting Council on 3 June, Slaughter and May has published a briefing which sets out the changes since the consultation and provides some commentary on the final version of the Code and its implications for the investor community and corporates.

Getting ready for PISCES

Slaughter and May has published an updated briefing on the new PISCES regime, with the regulatory framework having been finalised in early June. The briefing summarises the key features and benefits, particularly from the perspective of private companies and their existing shareholders, based on how platforms are expected to operate in practice.