Corporate Update Bulletin - 31 July 2025

Welcome to the latest edition of Corporate Update, 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 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.

We will be taking a short break in August. Our next edition will be published in September 2025.

In this issue:

• News
• Legislation
• Publications

News

Government publishes consultation on reforms to NSI Act mandatory notification regime and annual statutory report

On 22 July 2025, the Cabinet Office announced plans for a series of reforms to the National Security and Investment Act 2021 (NSI Act) investment screening regime and, in particular, its intention (subject to necessary secondary legislation being passed) to amend the regime so that certain types of internal reorganisation and the appointment of liquidators, special administrators and official receivers will no longer trigger mandatory notification obligations.

In addition, the Cabinet Office has launched a consultation proposing changes to the National Security and Investment Act (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021. The Regulations define the scope of the mandatory notification requirements under the NSI Act. The consultation proposes to update definitions for several of the 17 mandatory sectors, bringing the water sector within scope of the requirement while also proposing standalone definitions for critical minerals and semiconductors (which are currently covered under the advanced materials sector).

Alongside this consultation, the government also published the fourth annual statutory report on the NSIA regime covering the period between 1 April 2024 and 31 March 2025. The report states that, during this period, 1,143 notifications were received - 954 mandatory, 134 voluntary and 55 retrospective, and that 49 (4.5%) of acquisitions reviewed were issued with a call in notice, with no further action taken in 95.5% of cases.

The consultation will close on 14 October 2025.

Insolvency Service publishes its investigation and enforcement strategy for 2026-2031

On 16 July 2025, the Insolvency Service published its first Investigation and enforcement strategy covering the next five year period (2026 to 2031), following the extension of its responsibilities under the Economic Crime and Corporate Transparency Act 2023. Its remit will now extend beyond the insolvency and directors’ disqualification offences it has traditionally dealt with, taking on a more prominent role in tackling economic crime. The Service has committed to prosecuting a wider range of crimes in the next five years, including taking action to wind up companies where there is evidence that they are being used to facilitate corporate abuse.

The investigation and enforcement strategy has three core objectives: (i) enforcement of the UK’s insolvency framework; (ii) enforcement of the Companies Acts and associated legislation; and (iii) tackling economic crime facilitated through companies. Of note is the introduction of tackling economic crime facilitated through companies as a distinct objective. In pursuing this objective, the Insolvency Service will aim to uphold the integrity of the company registers by prosecuting directors who fail in their responsibilities to the registrar of companies and who use limited companies as vehicles to facilitate economic crime.

FCA publishes Primary Market Bulletin 57

On 25 July 2025, the Financial Conduct Authority (FCA) published the 57th edition of Primary Market Bulletin (PMB 57), its bulletin for primary market participants. As part of its work updating the technical notes in its knowledge base following the introduction of the new listing regime in July 2024, this bulletin addresses certain outstanding items from previous PMB 53 and 54 and consult on changes to Technical Note 170 (TN 710) relating to sponsor services and principles that sponsors are expected to follow.

• Re-consultation on Technical Note 710: Following feedback, this Note is being revised to clarify when a sponsor is giving 'preparatory work' within the scope of 'sponsor services', specifically clarifying that this term relates to the possibility that sponsor services may be performed before a formal engagement or appointment.
• Enhancements to the National Storage Mechanism: The FCA reminds issuers of the forthcoming changes announced in its policy statement of December 2024, which set out changes to the requirements for submitting regulated information to the National Storage Mechanism (NSM). These changes are due to come into effect from 3 November 2025, and include the requirement for issuers to provide details of their Legal Entity Identifier (LEI) when sending disclosures, in order to avoid being rejected by the NSM.
• New Technical Note TN 638.1: PMB 57 also sets out for further consultation a new technical note updating draft guidance (previously published in July 2024) on information which companies with a complex financial history (for example, those with an acquisitive business model) should provide to the FCA when submitting prospectus applications.

The FCA also notes that the four technical notes consulted on in PMB 55 have been finalised, having been amended to reflect the updated listing regime and to account for historical changes. The substance of those notes has not been affected.

The FCA had earlier published Primary Market Bulletin 56, which includes a reminder to issuers that transitional provisions which gave applicants which made inflight applications to standard listing before 29 July 2024 (that corresponded to either the transition category, the shell companies category or the secondary listings category) a period of 1 year from 29 July 2024 to complete the admission process, were expiring on 29 July 2025.

Legislation

Draft regulations for new reporting requirements on payment practices and performances laid before Parliament

On 18 July 2025, the draft Companies (Directors’ Report) (Payment Reporting) Regulations 2025 were published and laid before Parliament, and will amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The proposed amendments will take effect from 1 January 2026.

Under the draft Regulations, large companies will be required to annually report on the payments made between them and their suppliers. The matters to be disclosed by the company include their standard payment period with each supplier (and details of any variation from this), the average number of days taken to make payments, and details of the payments not made within the specified payment period.

European Commission adopts ‘Quick Fix Delegated Regulations’ to postpone ESRS requirements

The European Commission has adopted a Commission Delegated Regulation amending Delegated Regulation (EU) 2023/2772 (known as the ‘Quick Fix Regulation’) which contains targeted amendments to the first set of European sustainability reporting standards (ESRS) under the Corporate Sustainability Reporting Directive (CSRD).

A separate directive (Directive (EU) 2025/794 also known as the ‘Stop the Clock Directive’) had delayed by two years the application of the ESRS requirements for so-called “wave two” and “wave three” companies (i.e. those companies that were required to report under CSRD from financial year 2025 and 2026 respectively),  but did not capture “wave one” companies (those that would have to start reporting in 2025 for the 2024 financial year).

Under the current ESRS, companies reporting on financial year 2024 can omit information on, amongst other things, the anticipated financial effects of certain sustainability‑related risks.  Amongst other things, the Quick Fix Regulation will allow “wave one” companies to omit that same information for the 2025 and 2026 financial years. The Commission is working on a broader revision of the ESRS, which is expected to complete in financial year 2027, with the aim of substantially reducing the number of data requirements, clarifying provisions deemed unclear and improving consistency with other pieces of legislation.

Publications

Final rules for new public offers and admissions to trading regime

Following the FCA’s publication of the final version of its prospectus rules under the new public offers and admissions to trading regime, Slaughter and May has published a client briefing summarising the key changes under the new rules in relation to Equity Capital Markets transactions and takeovers.

Increased focus on cyber governance

Slaughter and May’s cyber hub has released a podcast about the increased focus currently seen around cyber governance. In this podcast, Knowledge Counsel Natalie Donovan has a discussion with partners, Richard Jeens and Christian Boney, about how the recent high profile ransom attacks at retailers like M&S highlight the importance of good cyber governance, what cyber related changes to the UK’s Corporate Governance Code mean in practice for organisations, how investor expectations are changing and how good governance can reduce enforcement and litigation risk.