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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

Access to register of members - Court considers a mini-tender offer to retail shareholders a “proper purpose” for allowing access to a company’s register of members

We have published a briefing on the High Court’s decision in Aviva plc v Litani LLC concerning rights to access a company’s register of members under s.116 of the Companies Act 2006. The Court ruled that Aviva must provide a copy of its share register to Litani, an arbitrage firm, for the purpose of making offers to Aviva’s retail shareholders to buy their shares at a discount to market value.

The briefing considers the scope of “proper purpose” for accessing a register of members, the steps to be taken on receipt of an access request and how companies may prepare. This will be of particular interest to companies that have a large number of certificated retail shareholders holding shares directly. The briefing can be accessed here.

Cyber enforcement – when an incident is just the tip of the iceberg

We have published a briefing on the Information Commissioner’s Office’s (“ICO”) enforcement approach under UK GDPR, which saw a significant focus on cyber and data security failings in 2025. The briefing covers the key themes and lessons emerging from recent enforcement actions, as well as the outlook for 2026. The briefing can be accessed here.

Invoking or responding to force majeure

In light of recent geopolitical instability and some high-profile invocations of force majeure in the energy sector, we have published a briefing on force majeure clauses. The briefing can be accessed here.

News

Companies House issues guidance for companies after WebFiling security incident

Companies House has published a Statement about a security issue which it discovered on Friday 13 March. The issue meant that an authorised user of its WebFiling service could potentially access and change some elements of another company’s details without its consent. Data from individual companies not normally published on the register may have been visible to other users, including dates of birth, residential addresses and company email addresses. It may also have been possible for unauthorised filings to have been made on another company’s record.

WebFiling was closed on 13 March while Companies House investigated the issue. They have determined that the issue started when they updated the WebFiling systems in October 2025. The issue has now been resolved and WebFiling is back online as of 9am on Monday 16 March. Companies House has apologised and referred the incident to the ICO and National Cyber Security Centre. It will also email every company’s registered email address to explain how to check their details and what steps to take.

Companies House is asking all companies to check their registered details and filing history to make sure everything appears correct. It will shortly be publishing a webpage with more details to answer any further questions companies may have. If a company has a concern, it should raise a complaint via the online complaints procedure.

Government set to proceed with proposed changes to NSIA mandatory notification regime

The UK government has responded to its 2025 consultation on proposed reforms to the mandatory notification regime under The National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021. The consultation sought views on updating the sector definitions within the mandatory notification regime. The Government has confirmed it will proceed with secondary legislation later this year to implement its proposals. Key changes include:

  • critical minerals and semiconductors will have their own dedicated categories, whilst the computing hardware schedule will be merged into semiconductors, making it easier for companies to understand if they need to notify the government;
  • a new water schedule will be created to bring water-operating companies into the mandatory notification regime; and
  • AI systems that are “off-the-shelf” will be removed from mandatory notification rules, with the AI schedule refined to capture only entities that create or modify AI systems themselves.

Businesses involved in the affected sectors should review whether the changes will bring them into scope of the mandatory notification regime or alter their notification obligations. 

FCA Quarterly Consultation No 51: FCA proposes change to UKLR to fix issue of overlapping notification requirements on new issues and various other amendments to PRM

On 6 March 2026, the FCA published Quarterly Consultation Paper No. 51 (CP26/8), which proposes miscellaneous amendments to the FCA Handbook, including some amendments of interest for listed issuers:

  • UK Listing Rules: changes to the UKLRs in response to recent feedback, removing overlapping notification requirements that have created uncertainty for issuers who regularly issue new listed shares (as reported on in our briefing here). The proposed changes include deleting UKLR 6.4.4(4) (requirement to announce as soon as possible the results of any new issue of equity securities or a public offering of existing equity securities). The change is principally designed to ensure that companies do not have to make an announcement as soon as possible every time they issue shares under a share plan – broadly in line with the “forbearance statement” published by the FCA on 19 February.
  • Prospectus Rules: Admission to Trading on a Regulated Market (”PRM”): various changes to the PRM Rules, including (i) amending the exemption from publishing a prospectus where securities are issued to directors/employees so that it does not apply where securities are issued to a director or employee for onward transfer to a third party as part of a fund-raising or to satisfy an obligation for the benefit of the company, (ii) where a protected forward-looking statement is contained in a prospectus in more than one place, allowing the accompanying statement of principal assumptions to be set out only once, with appropriate cross-referencing wherever the forward-looking statement is repeated, and (iii) changes with regard to the requirement for cross-reference lists which identify where appropriate disclosures can be found in a prospectus.

The consultation closes on 23 March 2026 for the UKLR (Chapter 10) changes, 13 April 2026 for most other chapters, and 20 April 2026 for the PRM Rules (Chapter 5) proposals.

Parker Review publishes 2026 annual report on ethnic diversity in UK businesses

On 10 March 2026, the Parker Review Committee published its latest annual report on the ethnic diversity of UK boards. The findings will be of interest to companies reviewing their own diversity policies and seeking to improve the ethnic and cultural diversity of their leadership.

The report reveals that 98 FTSE 100 companies now have at least one ethnic minority director on their boards, a record high and a significant increase from 47 companies when the Review began in 2015. Ethnic minorities now hold 20% of all FTSE 100 directorships (2024: 19%), with 14 ethnic minority CEOs, eight Chairs and nine CFOs, collectively the highest representation recorded to date.

In the FTSE 250, 82% of the index now have at least one ethnic minority director, with ethnic minorities holding 16% of board seats. However, progress among large private companies has been less encouraging. The report also raises particular concerns about Black representation, which has declined at both board and senior management levels.

FCA to review UKLRs in relation to investment entities

On 3 March 2026, the FCA announced it will bring forward a review of certain aspects of the UK Listing Rules as they apply to investment entities. The review forms part of the broader Primary Markets Effectiveness Review and will assess whether current eligibility criteria – particularly those relating to risk-spreading requirements – are unduly restrictive, in light of stakeholder feedback. The review will also assess how the rules ensure that boards support strong shareholder rights and engagement and manage conflicts of interest. The FCA plans to set out its proposals in a consultation paper and complete the work by the end of the year.

FCA publishes Final Notice for publication of misleading statements by John Wood Group PLC

On 4 March 2026, the FCA published a Final Notice fining John Wood Group PLC almost £13mn for publishing inaccurate financial information. The FCA found that the company’s poor practices around accounting practices and judgements, as well as a lack of transparency with its auditors, resulted in misstatements in its FY22, FY23 and HY24 results, in breach of UKLR 1.3.3R (misleading information must not be published) and Listing Principle 1 (a listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations).

Some of the key learnings from the Notice include the need to:

  • maintain a financial culture that supports accurate, evidence‑based accounting judgements and resists performance‑driven pressure;
  • ensure robust controls are in place where subjective judgements are being made, particularly in relation to provisions, contingencies and project‑level assessments;
  • ensure full, early and transparent engagement with auditors - late disclosure was a central failing;
  • avoid top‑down provision releases or optimistic assumptions not supported by detailed evidence;
  • ensure market announcements (including interim results) fully and accurately reflect underlying realities; and
  • react appropriately when problems emerge: Wood was given credit by the FCA for its remediation and governance plan implemented following the findings of an independent review.

It is also evident from the Notice that the FCA perceives listed companies not to have learnt lessons from past enforcement actions and the financial penalty for Wood was adjusted by a multiplier of 5 to serve as a credible deterrent.

Updated statutory PSC guidance published

On 4 March 2026, the government published updated statutory guidance for companies and limited liability partnerships on the meaning of ”significant influence or control” in the context of the register of people with significant control (”PSCs”). The updates reflect the fact that the Companies Act 2006 no longer requires companies and LLPs to maintain their own PSC registers, as PSC information must now be reported directly to Companies House following the changes introduced by the Economic Crime and Corporate Transparency Act 2023.