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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

Autumn Budget 2025 

On 26 November 2025, the Chancellor delivered the Autumn Budget 2025. Slaughter and May has published an Autumn Budget 2025 Hub with a range of materials and expert guidance to help you understand the key measures: please see below in the Publications section of this bulletin for more detail. 

FCA – new forms and checklists 

UK Restructuring Plans – Reasons to be cheerful when it will replace the EU‑derived prospectus framework. The new regulatory architecture comprises the PRM sourcebook (with related changes to MAR for MTF operators and consequential UKLR amendments), all effective from 19 January 2026.

From 1 December 2025, issuers may submit draft prospectuses, registration documents, universal registration documents and securities notes and summaries for review under the new rules with a view to seeking approval on or after 19 January 2026. The FCA has published the required PRM forms, checklists and cross‑reference lists and has updated UKLR forms (including listings data management and sponsor forms) and UKLR checklists.

Proxy voting guidelines 2026 – updates

On 25 November 2025, Institutional Shareholder Services (“ISS”) published its Benchmark Policy Updates for 2026 which will take effect for shareholder meetings held on or after 1 February 2026.

Key updates to the UK proxy voting guidelines for 2026 are summarised in the Executive Summary (Appendix A), with full policy text and rationale in the EMEA Benchmark Policy Updates. Highlights include:

  • General meetings: the ISS clarifies what constitutes a “physical or in‑person meeting” within the guidelines to address restrictive practices; proposals limiting direct shareholder–director interaction may raise investor concerns.
  • Relationship agreements: policies updated for the UK Listing Rules’ removal of mandatory controlling shareholder agreements. Companies should still explain how management independence is ensured.
  • Exit payments: companies should provide clear explanations for the treatment of departing directors classified as good leavers.
  • Related party transactions: policies have been aligned with the UK Listing Rules’ removal of mandatory shareholder approval and any transactions still requiring approval will be assessed case by case.

Future of AIM – LSE publishes feedback to its consultation

On 21 November 2025, the London Stock Exchange published its Feedback Statement: Shaping the Future of AIM, in which it summarises the feedback it received on its Discussion Paper Discussion Paper - Shaping the Future of AIM published in April 2025. The LSE will consult on AIM Rule amendments and a new technical note for nominated advisers (“nomad”) in H1 2026.

Respondents showed strong support for AIM and the nomad model, with a call to differentiate AIM from the Main Market. There were calls for nomads to refocus on corporate finance advice rather than ongoing compliance. The LSE will retire Inside AIM publications and develop a new technical guide and is engaging with the government, the FCA and the FRC on structural reforms, as part of reform of the nomad role.

The LSE has set out the following planned AIM Rules changes:

  • Dual class shares: with immediate effect, dual-class share structures that satisfy the current Main Market requirements (including appropriate equivalency) will be permitted for prospective AIM-listed companies.
  • Reverse takeovers: pending rule reform, AIM Regulation may treat certain acquisitions as substantial transactions (Rule 12) rather than reverse takeovers (Rule 14), and may agree not to suspend where suitable alternative disclosure is provided.
  • Significant transactions/class tests: threshold to increase from 10% to 25% and class tests to be updated (AIM Rule 12 – significant transactions).
  • Working capital/admission documents: the AIM admission document is to be redesigned to be more investor‑focused. Pending rule changes, the LSE will consider derogations to allow historical financial information to be incorporated by reference and to dispense with an admission document for admission of a second line of securities. The LSE does not propose to require an admission document for further issues under the new public offers and admissions regime.

T+1 settlement

HM Treasury published a policy note on mandating T+1 settlement in the UK and draft Central Securities Depositories (Amendment) (Intended Settlement Date) Regulations 2026 on 20 November 2025. The draft instrument would make T+1 the standard UK settlement period from 11 October 2027 by amending Article 5(2) of the UK Central Securities Depositories Regulation (CSDR).

Technical comments on the draft Order are due by 27 February 2025, with the final instrument due to be laid before Parliament before 11 October 2027. HM Treasury has also published an implementation plan webpage, welcoming the ASTG report and indicating that a formal response will follow.

DBT and Companies House issue updated PSC guidance 

On 19 November 2025, the Department for Business and Trade and Companies House issued updated non‑statutory guidance on the practical application of the people with significant control (PSC) regime for LLPs, companies, UK Societates and eligible Scottish partnerships.

The updates reflect the introduction of mandatory identification for individual PSCs and the new central reporting regime that, from 18 November 2025, replaced the obligation to maintain a local PSC register. The existing statutory guidance for companies and LLPs on the meaning of “significant influence or control” will be amended and republished in January 2026. 

The guidance notes that have been updated include: 

FRC review of reporting by smaller quoted companies

The FRC published the Thematic Review: Reporting by the UK's smaller listed companies on 19 November 2025, which reviews the annual reports of 20 smaller listed and AIM companies. It identifies features of high‑quality reporting, contrasts them with weaker disclosures and outlines common triggers for FRC enquiries to help address ambiguity and oversights in financial reporting. 

Second PISCES market operator approved

On 18 November 2025, the FCA announced it had authorised JP Jenkins to operate a PISCES (Private Intermittent Securities and Capital Exchange System) platform, following its earlier approval of the London Stock Exchange. The FCA finalised the PISCES framework in June 2025 and opened the sandbox to prospective operators. JP Jenkins will provide further updates on launch and onboarding in due course, and the LSE has issued draft rules for its Private Securities Market, with a launch date to be confirmed.

Mandatory identity verification and changes to company registers – new materials 

On 18 November 2025, Companies House published various new forms and updated guidance, paper forms and Registrar’s Rules to reflect the new mandatory identity verification (IDV) requirements and changes to certain company registers, including: 

Non-compliance with mandatory identity verification requirements 

On 17 November 2025, Companies House issued guidance on its approach to non-compliance with the mandatory IDV requirements. It will prioritise education and guidance to promote compliance but, where enforcement action is required, Companies House will pursue prosecution, refer matters to the Insolvency Service, or impose financial penalties where necessary. Responses will be proportionate and informed by the nature and seriousness of the non‑compliance.

Case law

Rule against reflective loss cannot be circumvented using third party rights clause - Dekel v RE Capital Administrators Ltd (formerly Kaydan Accounting Ltd) [2025] EWHC 2976 (Ch)

Dekel v RE Capital Administrators Ltd (formerly Kaydan Accounting Ltd) [2025] EWHC 2976 (Ch) affirmed that shareholder claims dressed up as third‑party enforcement under the Contracts (Rights of Third Parties) Act 1999 are still barred by the reflective loss rule, and an equity subscription is not “providing finance” for the purpose of a third‑party enforcement clause.

Mr Dekel was a shareholder in CLL BVI, an investment vehicle company set up to redevelop London properties. The project was managed by the defendant, a management company, under a management agreement between it and CLL BVI. (The agreement had been purportedly novated, but this was ultimately not relevant to the Court’s decision). After the project failed, Mr Dekel sought to sue the defendant under the management agreement, relying on alleged rights under the Act.  The agreement included a clause that purported to confer third-party enforcement rights on parties “providing finance” to CLL BVI. The defendant sought strike‑out/summary judgment.

The Chancery Division granted the application. It held the claim was barred by the rule against reflective loss (Prudential Assurance Co Ltd v Newman Industries Ltd (No 2) [1982] Ch 204; Marex Financial Ltd v Sevilleja [2021] AC 39) because any loss to Mr Dekel as a shareholder mirrored loss suffered by CLL BVI, the proper claimant. Separately, as a matter of contractual interpretation, the agreement did not give him standing under the Act, since subscribing for shares was not “providing finance” within the meaning of the clause. 

Continued performance did not amount to waiver of termination right - URE Energy Ltd v Notting Hill Genesis [2025] EWCA Civ 1407

In URE Energy Ltd v Notting Hill Genesis [2025] EWCA Civ 1407 it was determined that a party does not waive a contractual right to terminate unless it actually knows it has that right, and this principle applies equally to rights arising under express contractual provisions as well as at common law. The case highlights the importance of seeking a counterparty’s express consent to any amalgamations or other changes of control rather than relying on their continued performance as a purported waiver of their right to terminate.

The claimant, a start-up energy supplier, had entered a contract to supply a housing association (Genesis) with electricity. The contract included a termination provision that permitted the supplier to terminate the contract if the customer amalgamated with another entity, something which the customer subsequently did. Genesis informed the supplier of the amalgamation but not of its right to terminate. After six months’ performance, the supplier sought to terminate based on the customer’s amalgamation. Dismissing NHG’s appeal, the Court of Appeal confirmed that the supplier had not waived its termination right despite its continued performance and that waiver by election requires actual knowledge of the right and applies to express contractual rights. The Court noted that complex rights “buried in the small print” may support a party’s claims of ignorance of its contractual rights.

Publications

Autumn Budget 2025

On 26 November 2025, the Chancellor of the Exchequer delivered the Autumn Budget. Slaughter and May has published the Autumn Budget 2025 Hub with a range of materials and expert briefings on the key announcements in the Budget and what they mean for businesses. The materials include:

  • Autumn Budget 2025: Horizon Scanning podcast: Simon Nicholls and Mike Lane take stock of the “smorgasbord” of changes and look forward to what might play out over the months ahead;
  • Autumn Budget 2025 - key takeaways: one-page document outlining the key takeaways for businesses to consider;
  • Smorgasbord not showstopper: the UK Budget 2025: blog post outlining the targeted corporate tax changes, including updates to international tax rules, new anti-avoidance measures, sector specific duties, revised capital allowances and a stronger HMRC enforcement focus;
  • Autumn Budget 2025: HR speedread: speedread outline of the key employment and HR measures from the Budget, including frozen tax thresholds, changes to salary sacrifice, updates to pensions and inheritance tax rules, expanded EMI share plan access and upcoming increases to minimum wage and enforcement;
  • Autumn Budget 2025: UK Listing Relief for Stamp Duty Reserve Tax: blog post explaining the new UK Listing Relief for stamp duty reserve tax, a three-year SDRT exemption for companies newly listed on UK regulated markets, aimed at boosting share prices, liquidity and the attractiveness of UK listings against global competition; and
  • Autumn Budget 2025: balancing the books for energy and infrastructure investment: article explaining the Budget’s key measures for the energy and infrastructure sectors, including the new oil and gas price mechanism, support for clean energy and nuclear, target tax changes, and investment-focused reforms across grid, transport and major infrastructure delivery.

Boardroom Essential - November 2025

Slaughter and May has published the winter issue of Boardroom Essential, its regular newsletter for non-executive directors and senior management. This issue contains articles on the following topics:

  • Digital transformation projects: managing the risks;
  • Cyber attacks: a Board-level responsibility;
  • Non-executive director remuneration update;
  • FRC publishes annual review of corporate reporting 2024/25;
  • Provision 29 of the UK Corporate Governance Code 2024; and
  • Digitisation of shareholdings: the road ahead.

UK restructuring plans – Reasons to be cheerful: podcast

On 2 December 2025, Tim Newey and Sarah Paterson joined Ryan Perkins and Matt Dickinson on LevFin Insight’s Levered Lines podcast to discuss the restructuring plan procedure under Part 26A of the Companies Act 2006. The panel explored what lies ahead for the procedure in light of recent developments, and shared several reasons to be optimistic about its future use. Topics covered include:

  • areas of potential complexity and how these could be navigated;   
  • distinguishing features to consider when benchmarking options; and
  • scope for innovation by practitioners and the judiciary.