Corporate Update Bulletin - 25 September 2025

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

Publication of revised schemes of arrangement Practice Statement

On 18 September 2025, the Courts and Tribunals Judiciary published a revised Practice Statement (Companies: Schemes of Arrangement and Restructuring Plans under Part 26 and Part 26A CA 2006). The Practice Statement sets out the procedure to be followed for applications in relation to shareholder and creditor schemes under Part 26 and restructuring plans under Part 26A of the Companies Act 2006. The revised Practice Statement will replace the previous version issued in June 2020 and will apply in all cases where an application for a meetings order is to be considered at a convening hearing listed on or after 1 January 2026. 

LSE publishes updated Admission and Disclosure Standards and Rules of the London Stock Exchange

On 15 September 2025, the London Stock Exchange issued revised versions of two of its rulebooks – the LSE Admission and Disclosure Standards and the Rules of the London Stock Exchange. The new rulebooks will take effect from the publication date and have been revised to incorporate the creation of the LSE’s new Private Securities Market (“PSM”).

This follows the FCA’s confirmation in August 2025 that it had approved the LSE’s operation of a PISCES (Private Intermittent Securities and Capital Exchange System) trading platform. The PSM – whose launch date has not yet been announced - will be operated as a recognised investment exchange, allowing private companies to enable the trading of their securities via an auction facility running on the LSE’s existing trading platform.

When announcing the FCA approval back in August, the LSE also issued draft PSM Rules for consultation (Market Notice N09/25). It has yet to release responses to these.

For more information about PISCES, see our bulletin “Getting ready for PISCES: A new liquidity mechanism for private companies”.

An end in sight for daily announcements on share buybacks?

On 10 September 2025, the FCA published its Quarterly Consultation Paper (Number 49).

Among the FCA’s proposals are changes and feedback requests in respect of listed issuers’ obligations to notify purchases of their own securities.

Specifically, the FCA is proposing to amend the notification deadline in UKLR 9.6.6R, which currently requires a notification to be issued as soon as possible, and at any rate no later than 7.30 am on the next business day after the day on which the purchase occurred.

The FCA proposes that the deadline be extended to the end of the seventh daily market session following the date of execution of such purchase, to match the deadline in article 2(3) of the UK Buy-back and Stabilisation Regulation (EU) 2016/1052, which supplements UK MAR Article 5. It has also invited feedback on whether the use of the wording in article 2(3) is helpful, and on how the market understands the phrase ‘daily market session’.

In practical terms, this would relieve listed PLC clients from the burden of daily reporting and permit weekly market notifications (in line with norms on Euronext and other European exchanges).

Comments on the proposals are due by 15 October 2025.

FCA release market abuse-focussed Market Watch

On 8 September 2025, the FCA released Market Watch 83.

This edition of the newsletter discusses the effectiveness of corporate finance firms’ systems and controls for handing inside information, based on a series of FCA reviews of corporate finance firms that provide advisory and corporate broking services to small and mid-cap companies. The newsletter is thus primarily of interest to banks and brokers but will also be of relevance to any corporate that undertakes its own market soundings.

Key points from the edition – which will be of interest to firms looking to benchmark their own compliance with UK MAR – include:

• the need to limit market-sounding recipients (“MSR”) and, where possible, to have mechanisms to assess the number of MSRs and the appropriateness of that number;
• a suggestion that brokers should create approved scripts for market soundings, so as to minimise asymmetries in the information shared to different MSRs; and
• the risk of unlawful disclosure during market-soundings arising from brokers failing to consider and plan for MSRs circulating email chains internally to individuals who have not been wall-crossed.

The FCA also noted it had seen several examples of non-compliance with Personal Account Dealing rules by individuals within firms – including non-compliance with required holding periods and trading before receiving internal approval – and stressed the need for firms to adopt measures to minimise the risk of individuals committing such breaches.

LSE publishes 2026 Dividend Procedure Timetable

On 8 September 2025, the LSE published its annual Dividend Procedure Timetable for 2026. The timetable provides guidance for LSE Main Market or AIM-listed companies on setting their interim or final dividend programmes. It includes a series of ex-dividend dates for 2026, along with associated record and latest announcement dates.

FCA unveils new Handbook website

On 8 September 2025, the FCA launched its new Handbook website. While the substance remains unchanged, the new website allows users to navigate the Handbook more intuitively and facilitates quick comparisons of how the guidance has changed over time. There are video Guides which offer support on the new user experience.

Publication of Minister’s letter on Audit Reform and Corporate Governance Bill

On 4 September 2025, the Minister for Employment Rights, Competition and Markets wrote a letter to the Chair of the Business and Trade Committee on the planned Audit Reform and Corporate Governance Bill. Key points made by the Minister include:

• the new body will be called the Corporate Reporting Authority;
• there will be new civil regulatory sanctions designed to hold directors to account for serious failures of their existing corporate reporting duties;
• the thresholds at which Public Interest Entity status will be extended to the largest unlisted businesses have increased to 1000+ employees and a turnover of £1 billion or more; and
• the bill will include measures to address poor functioning of the audit market, particularly for the largest listed companies.

The letter states that the consultation document is set to be published in the Autumn, and will invite feedback on the points above and on two further points:

• whether and how Public Interest Entity status might be extended to further businesses (in addition to companies above the size threshold), on the basis of sector or type of business; and
• whether and how the Government might change existing rules that the majority of voting rights in an audit firm must be held by qualified auditors, to permit new business models and attempt to reduce some barriers to entry and expansion in the audit market.

There is currently no indication as to when the legislation will be introduced.