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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.

News

Companies House sets out approach to mandatory ID verification enforcement

On 17 November 2025, Companies House published guidance on its approach to non-compliance with its new identify verification (IDV) regime. The IDV regime came into force on 18 November 2025 - though there will be a 12-month transition period - and applies to directors (or equivalents, such as general partners and members), PSCs and authorised agents.

The new guidance sets out the enforcement actions available to Companies House, which will include financial penalties, referral to the Insolvency Services and prosecution – however, it stresses that enforcement actions will be used proportionately, in accordance with the nature and seriousness of any non-compliance.  We have previously reported on the IDV regime in Corporate Update Bulletin - 11 September 2025 and Corporate Update Bulletin - 6 November 2025.

FRC publishes annual review of corporate governance reporting

On 13 November 2025, the FRC released its Annual Review of Corporate Governance Reporting, detailing its findings from a study of how a sample of FTSE 100, 250 and Small Cap companies had reported against the UK Corporate Governance Code in 2025.

One of the review’s findings was that companies which deviated from Code provisions are increasingly offering clear, justified and contextualised explanations for their deviations. This flexibility in the Code is flagged by the FRC as a fundamental strength, allowing businesses to preserve transparency while also adapting their governance practices to their unique circumstances.

The review found that 25 of the 100 sample companies departed from at least one provision of the Code, down from the previous year’s figure of 28. The most frequent areas of departure related to chair independence and tenure, and audit committee composition.

Other takeaways include:

  • Streamlining reporting – the review found that there remains a widespread need for companies to streamline their annual reports. Repetitive and generic language was a feature of many of the sampled reports, with the FRC stressing the importance of companies confining their reporting to the most material strategic and governance considerations.
  • Cybersecurity – the review identified that the sample companies increasingly had board-level oversight of cyber threats, which it identified as a positive development given the increasing recognition of cybersecurity as a principal area of risk.
  • Provision 29 – the review examined preparations for the implementation of Provision 29 of the incoming UK Corporate Governance Code 2024, which deals with how boards monitor and review their internal control frameworks. It provides examples of good reporting practice in relation to the new Provision, which was mentioned by more than half of the sample companies.

Future reviews will compare annual reports against the UK Corporate Governance Code 2024, which applies to all financial years beginning on or after 1 January 2025.

Annual letter to remuneration committee chairs

On 12 November 2025, the Investment Association published its yearly Letter to Remuneration Committee Chairs which updates readers on the implementation of its 2024 Principles of Remuneration and key themes which are likely to be important to Investment Association members in the 2026 AGM season.

In particular, it flagged the need to demonstrate strong links between pay and performance, and to communicate to investors how remuneration committees have considered the perspective of wider stakeholders  in light of geo-political uncertainty and continued cost-of-living pressures.

FRC publishes report on new UK Stewardship Code

On 11 November 2025, the FRC published a report, Preparing for the UK Stewardship Code 2026, which aims to support signatories reporting against the incoming UK Stewardship Code 2026. The report provides practical guidance, such as examples of effective reporting against the previous Stewardship Code, and follows the publication of Guidance by the FRC in October, which we reported on in Corporate Update Bulletin - 6 November 2025.

The 2026 version of the Stewardship Code is due to take effect from 1 January 2026.

Case law

Condition precedent not deemed fulfilled by party's own breach - King Crude Carriers SA and others v Ridgebury November LLC and others [2025] UKSC 39

In King Crude Carriers SA and others v Ridgebury November LLC and others [2025] UKSC 39, the Supreme Court considered the so-called Mackay v Dick principle, which provides that, where a party's breach of contract causes the failure of a condition precedent to its debt obligation, that condition is treated as being fulfilled and the debt is payable.

The Supreme Court overruled the Court of Appeal, finding instead that there is no such principle in English law. In the absence of a deemed fulfilment principle, the contract’s interpretation or an implied term did not achieve the same effect, and no debt obligation arose. Instead, rather than payment of debt, the relevant remedy for the seller is damages for breach of contract.

Publications

Slaughter and May Contract Law Update – November 2025

The latest edition of the Slaughter and May Contract Law Update, which provides insights into key developments in contract law for corporate and commercial practice, has been published.

In it, we consider topics including:

  • the negotiation of contracts by WhatsApp;
  • recent case law on claims under warranties and indemnities;
  • determining whether breaches are remediable;
  • the enforcement of payment obligations;
  • damages for loss of bargain; and
  • jurisdiction clauses and third parties.