10 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.

Publications

Digital marketing compliance - spring cleaning tips for 2026

Digital marketing compliance has become a priority area for organisations to address in 2026, with regulatory focus intensifying across the UK, EU and US and fining powers increasing to unprecedented levels. We have published a briefing examining the key trends in marketing compliance for 2026 across the UK, EU and US.

News

FCA amends Listing Rules to correct overlapping notification requirements for new issues and make various other clarifications to listing applications process

On 24 April 2026 the FCA published Handbook Notice 140, which, among other things, sets out amendments made by three FCA instruments to the UK Listing Rules (UKLR) and the Glossary of definitions, following consultations in Quarterly Consultation Paper 50 (CP25/35) and Quarterly Consultation Paper 51 (CP26/8):

  •      the UK Listing Rules (Amendment) Instrument 2026 removes the requirement in UKLR 6.4.4(4) for issuers to make an announcement as soon as possible of the results of any new issue of equity securities or of a public offering of existing equity securities, and deletes the provisions of UKLR 6.4.5 which allowed such notifications to be delayed in certain situations. These amendments are 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 and remove the overlap with the 60-day requirement set out in PRM 1.6.4R where additional shares are admitted to trading by the LSE (see Corporate Update Bulletin - 19 March 2026 and our February briefing for background);

  • the UK Listing Rules (Admission to Listing: Processes and Procedures) Instrument 2026 makes a series of targeted amendments to the UK Listing Rules to streamline the listing application process and clarify the requirements; and

  • the UK Listing Rules (Miscellaneous Amendments) Instrument 2026 makes minor changes to other parts of the UKLR in order to clarify aspects of the dual‑class share and free‑float regimes, and simplify and update continuing obligations, as well as making some tidying-up changes to the Glossary of definitions.

FCA consults on proposed changes to working capital statement disclosures

On 27 April 2026, the FCA published Primary Market Bulletin 63 (PMB 63). Among other things, the FCA is consulting on proposed changes to the guidance on working capital disclosures contained in Technical Note 619.2 (Guidelines on disclosure requirements under the Prospectus Rules: Admission to Trading on a Regulated Market (PRM) and Guidance on specialist issuers). It has published a draft updated section of the Guidelines, proposing various changes including:

  • a new Guideline 33.1 providing that, where an issuer includes a clean working capital statement in a prospectus, in certain circumstances it must include disclosures explaining the basis of preparation; and

  • a new Guideline 33.2 that explains the circumstances in which issuers may take into account financing under uncommitted facilities in their working capital calculations.

Comments on the proposed changes to the Guidelines are requested by 15 June 2026.

PMB 63 also provides an update on the FCA’s work in relation to climate-related disclosures for specialist issuers. In order to prevent fragmentary approaches and regulatory arbitrage, the FCA has paused their policy work in this area until the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code) is updated.

Finally, the FCA has invited advisers and market participants to submit any "snagging" issues relating to the UKLR and PRM regimes by the end of August 2026 for a planned Q4 2026 consultation.

FCA consults on proposed changes to information flows for UK IPOs

On 25 April 2026, the FCA published Consultation Paper CP26/14, proposing amendments to the rules governing pre-deal investment research during the UK equity IPO process. The current rules, introduced in 2018, were intended to encourage the production of unconnected research, but feedback indicates that certain requirements (particularly the mandatory 7-day delay for connected research) have instead added unnecessary market risk and costs for issuers.

The FCA proposes:

  • to amend COBS 11A.1.4FR to remove the 7-day waiting period between publication of an approved registration document or prospectus and connected research; and
  • to remove COBS 11A.1.4BR to COBS 11A.1.4ER, which require syndicate banks to share the same information with unconnected analysts.

The consultation also invites feedback on other aspects of the 2018 regime. Responses are requested by 29 May 2026.

Regulations published to address practical difficulties with Register of Overseas Entities

On 23 April 2026, the draft Register of Overseas Entities (Protection and Trusts) and Limited Liability Partnerships (Application of Company Law) (Amendment) Regulations 2026 (ROE Regulations 2026) were presented to Parliament alongside a draft Explanatory Memorandum. They seek to address a number of practical difficulties with the application process for requesting unpublished trust information held on the Register of Overseas Entities from the Trust Disclosure Service (Companies House). The Trust Disclosure Service, which was established under the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025 (ROE Regulations 2025), went live on 31 August 2025 and allows members of the public to request access from Companies House to unpublished trust information held on the register, provided they can demonstrate a legitimate interest.

  • Trust name: Under the current application process, applicants must supply the overseas entity name and ID number (both publicly available on the register) together with the trust name (which is not publicly available). Part 3 of the draft ROE Regulations 2026 proposes to amend the rules so that third parties seeking access to trust information on the ROE would no longer need to provide the trust name.
  • Legitimate interest qualification: The ROE Regulations 2025 require applicants to demonstrate legitimate interest in order to access trust information concerning individuals under 18 years of age. Where this requirement is not met, the presence of minors among the trust members has blocked third party access to all other trust information. Part 3 of the draft ROE Regulations 2026 proposes to amend this position so that details relating to under-18s would be withheld from public inspection, but the remaining trust information would still be disclosed.
  • Removal of home address: Part 2 of the draft ROE Regulations 2026 proposes amendments to the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 which would remove the obligation to submit supporting evidence when applying to have a home address removed from the public register. The draft regulations would also introduce a requirement (subject to certain exceptions) for applicants to provide an alternative service address for correspondence when requesting such removal.
  • Removal of service address requirements for LLPs: Part 4 of the draft ROE Regulations 2026 also proposes amendments to the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, removing service address requirements for other registrable persons and registrable relevant legal entities. Companies House does not currently have the systems to receive this information, but the explanatory note states that the requirements will be reinstated once Companies House has developed this.

Case law

High Court considers whether alteration to a deed after execution by one party without the knowledge or consent of the other renders it void

In Boult v Together Personal Finance Ltd [2026] EWHC 809 (Ch) the High Court considered the proper application in modern times of the 400-year-old rule in Pigot’s Case (Pigot's Case (1614) 11 Co.Rep. 26), which provides that a material alteration to a deed or other instrument after execution by one party without the knowledge or consent of the other renders it void.

Ms Boult took out a loan from Together Personal Finance Ltd (Together) to repay existing borrowing secured against her home. Ms Boult agreed to charge only the house by way of security. However, after Together executed the legal charge, Together's solicitors added the title number of a field owned by Ms Boult in manuscript to the deed, in the belief that it was included with the house as security for the loan. The amended legal charge was registered at HM Land Registry against both titles without Ms Boult's knowledge.

Ms Boult defaulted on the loan and Together began possession proceedings against Ms Boult in relation to the house. Ms Boult defended the proceedings under Pigot's Case.

At first instance in the County Court, it was held the amendment was an "innocent mistake" or "administrative error" that was not material, rather than intended fraud by Together, and therefore the rule from Pigot’s Case was not engaged and the deed remained valid and enforceable on the terms prior to the amendment.

On appeal, the High Court decided that:

  • the lower court was wrong to find that the alteration was both deliberate and an innocent mistake, noting that permitting such alterations without reverting to the other party would be ripe for fraudulent conduct of the type that the rule in Pigot’s Case is designed to prevent;
  • the lower court was wrong to conclude that the alteration was immaterial. The correct test for materiality, as established in Raiffeisen Zentralbank Osterreich AG v Crossseas Shipping Ltd [2000] 1 WLR 1135, is whether the alteration is potentially prejudicial to the legal rights or obligations of the party seeking to avoid the instrument. Here, there was potential prejudice to Ms Boult as she was at risk of enforcement action being taken against the additional property. The alteration was material at the time it was made; and
  • therefore, the rule in Pigot’s Case did apply and the legal charge was void from that point.

The order for possession was set aside.

Auditor owed no duty to report suspected fraud by management to shareholders

In The Wine Enterprise Investment Scheme Limited (In Liquidation) v Crowe UK LLP [2026] EWHC 692 (Ch), Ch D the High Court held that an auditor owed no duty to report suspected fraud directly to individual shareholders, and refused the company permission to amend its pleadings to advance that case, finding it had no real prospect of success.

The claim arose out of the collapse of The Wine Enterprise Investment Scheme Limited, which the court found had been operated by its two directors as a Ponzi scheme, with cash purportedly held on deposit with a Bermudan entity, Lilliput Holdings Limited (Lilliput), which turned out to be entirely fictitious. Crowe audited the company across seven financial years, signing unqualified opinions throughout.

The Judge found Crowe’s failings to be serious and repeated, with Crowe conceding it had never obtained sufficient audit evidence as to the Lilliput balance and had failed to identify Lilliput as a related party until 2016. 

However, the court rejected the company’s argument that a competent auditor would have resigned and communicated directly with shareholders, including via the statutory mechanisms in sections 518-522 of the Companies Act 2006. The court held English law imposes no auditor duty to report directly to individual members, nor does the International Standards on Auditing (UK) guidance. In addition, the court found that the directors' dishonesty was overwhelmingly the most important cause of the loss. Accordingly, the court reduced the damages recoverable by 50% for contributory negligence.

Even where auditors are negligent in failing to detect fraud, the case illustrates the difficulties a liquidator may face in establishing that such negligence actually caused the losses claimed, particularly where the chain of causation depends upon hypothetical actions by dispersed shareholders.