6 min read

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

HM Treasury publishes its “Regulation Action Plan – Progress Update and Next Steps”

On 21 October 2025, HM Treasury published an update setting out the Government’s progress in delivering on the aims detailed in its Regulation Action Plan published on 17 March 2025 (see Corporate Update Bulletin - 20 March 2025) and updating on the Plan’s three key themes: tackling the complexity and burden of regulation; reducing uncertainty across the regulatory system; and challenging risk aversion. The update was accompanied by a Ministerial Written Statement  made by the Minister for Small Business and Economic Transformation.

There are a number of aspects of relevance to corporates. In particular, the update includes an announcement that the Government intends to introduce legislative changes to streamline corporate reporting requirements:

  • to exempt most medium-sized private companies from producing a Strategic Report in their Annual Report, meaning that medium-sized businesses which can benefit from existing exemptions will no longer need to prepare narrative reporting;
  • to exempt wholly owned subsidiaries from producing a Strategic Report where they are covered by the reporting of a UK parent company; and
  • to remove the requirement for any company to produce a Directors' Report, with some provisions being removed entirely and others (including reporting on energy and emissions) being moved elsewhere in the Annual Report.

The update also notes that:

  • the FRC will update the UK Corporate Governance Code guidance to make clear that the payment of non-executive directors in shares is appropriate, to enhance UK listed companies’ ability to attract talent; and
  • the government will commission the Investment Association to discontinue its public register tracking shareholder dissent, to remove duplication with the requirements of the Corporate Governance Code.

The government has also announced that it is expanding the scope of its Non-financial reporting review announced in October 2024 to include remuneration, corporate governance and financial reporting and consider how reporting can be reformed for the digital age. The review will be rebranded as the “Modernisation of Corporate Reporting” programme and a broad consultation will be launched in 2026.

Alongside the update, DBT and HM Treasury have published an open call for evidence - 'Unlocking business: reform driven by you' – seeking UK businesses’ views on regulations that impose unnecessary costs or impede them from taking up opportunities, putting them at a disadvantage compared to businesses in other countries. The call for evidence closes on 16 December 2025.

FCA publishes important guidance on implementation of the new Public Offers regime

On 17 October 2025, the FCA released Primary Market Bulletin 58 (PMB 58), which covers the implementation of the upcoming Public Offers and Admissions to Trading (POAT) regime that  is set to replace the current EU-derived prospectus framework on 19 January 2026. (For more information about the new POAT regime, see our client briefing published in July that summarises the key changes under the new rules in relation to Equity Capital Markets transactions and takeovers.)

In PMB 58, the FCA:

  • provides information on the implementation of the new regime, including timings for the submission and review of draft prospectuses in the run-up to 19 January 2026;
  • finalises two Technical Notes relating to the sponsor regime and prospectus requirements for issuers with complex financial histories (Finalised Guidance 25/6: PMB 58), which were consulted on in PMB 57; and
  • consults on four new Technical Notes and changes to current guidance in the FCA Knowledge Base to reflect the new POAT rules (Guidance Consultation 25/3: PMB 58).

The four new Technical Notes will provide guidance on:

  1. protected forward-looking statements;
  2. the takeover exemption. Importantly, the draft Technical Note confirms that in relation to a takeover that is subject to the Takeover Code, where the equity securities issued as consideration are fungible with shares already admitted to trading, the offer document or scheme circular will comprise the relevant “exemption document” and FCA review and approval will not be required, unless the takeover is a reverse acquisition transaction;
  3. fungible securities; and
  4. the content of a prospectus where there is an exempt public offer of securities that are to be admitted to trading on a regulated market.

Overall these changes are going to be of interest for UK listed companies currently considering transactions that may involve the preparation of a prospectus or retaining a sponsor.

The FCA is also proposing updates to 42 existing Procedural and Technical Notes covering prospectus requirements, the listing process, and the sponsor regime. It is looking to finalise this guidance through a further Primary Market Bulletin to be issued shortly before the new rules take effect in January 2026.  Other less-impacted Notes are to be consulted on at a later date.

Dematerialisation Market Action Taskforce established

On 9 October 2025, HM Treasury announced the establishment of the Dematerialisation Market Action Taskforce (DEMAT), which has been set up to advise on the implementation of the Digitisation Taskforce’s final report issued in July 2025. In particular, the DEMAT has been asked to:

  • produce a plan to implement Step 1 (in which existing paper-based share registers will be replaced by ‘digitised’ ones, temporarily replicating the system as it exists today but without paper share certificates) by the end of 2027; and
  • begin working with market participants to identify and implement the actions needed for Step 2 (improving the intermediated system to enable beneficial owners to exercise their rights effectively through intermediaries).

Case Law

Breach of non-compete covenant - Spill Bidco Ltd v Wishart [2025] EWHC 2513 (Comm)

In Spill Bidco Ltd v Wishart [2025] EWHC 2513 (Comm), the High Court ruled that a seller breached non-compete covenants in a share purchase agreement by providing lending and other advice and assistance to the benefit of rival businesses.

The Court found that lending could equate to being 'concerned' in a competing business, which fell within the scope of the covenants. Although merely being a creditor was not sufficient to constitute being 'concerned' in the rival, the court considered it necessary to assess the circumstances in which it became a creditor – this involved considering if the lending was provided in tandem with other activities which benefitted the rival.

Additionally, the Court found that the covenants engaged the ‘restraint of trade’ doctrine – in this case, it upheld the restraints they imposed as reasonable.

Publications

The Interaction of Data Privacy and AI: podcast

As AI technologies become more embedded in business operations – from recruitment tools to facial recognition and generative AI – privacy teams are under increasing pressure to balance innovation with compliance. As part of Slaughter and May’s Horizon Scanning series, we have published a podcast on the interaction of Data Privacy and AI. In the podcast, Rebecca Cousin, Head of our Data Privacy practice and a Partner in our Technology, Digital, Data and IP group, and Cindy Knott, Head of Data Privacy Knowledge, discuss how organisations are navigating this tension between innovation and compliance, particularly in light of recent legislative and regulatory developments.