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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.

Publications

From roadmap to reality: the Employment Rights Act 2025 trade union measures taking effect this February

We have published a briefing on trade union-related reforms under the Employment Rights Act 2025, which come into effect on 18 February and which will be of most interest to employers who are already unionised. The briefing provides insights designed to help employers navigate the changes, which will make industrial action easier to organise, longer lasting and more protected, while reducing the notice and information employers receive.

The Government's shake-up of the CMA: a year in review

We have published a review of the UK Government’s proposed reforms of the CMA, in which we assess how far these proposals reshape merger control, market investigations and decision-making structures, plus the contextual background to the proposed reforms.

Slaughter and May Contract Law Update - January 2026

The latest edition of our Contract Law Update provides insights into key developments in contract law for corporate and commercial practice. In it we consider topics including:

  • the “onerous clause” doctrine;
  • battles of the forms and excluding terms implied by law;
  • implied terms will not be added where the contract explicitly allocates risk;
  • no waiver of contractual termination right;
  • termination for repeated default; and
  • damages follow the orthodox market‑value measure, regardless of any collateral arrangements.

Consumer investments in 2026: growth, guardrails and the reality of risk

We have published a briefing on the FCA’s policy proposals on consumer investment aiming to boost UK investment culture. The briefing considers the tension between unlocking capital and safeguarding consumers.

Insurance Outlook 2026 - January 2026

We have published the 2026 edition of our Insurance Outlook, in which we reflect on market themes and trends and explore the key legal and regulatory developments likely to impact the insurance sector in 2026.

‘The UK water white paper: a watershed moment?’ - January 2026

We have published a review of the UK Government’s Water White Paper. This Paper outlines a long‑term overhaul of the water sector, proposing a new single regulator, expanded strategic planning, and major investment to improve resilience, environmental outcomes and consumer protection.

News

Corporate reporting: FCA consults on replacing TCFD-aligned sustainability disclosure requirements with UK Sustainability Reporting Standards

On 30 January 2026, the FCA published a Consultation Paper (CP 26/5) on amendments to the Listing Rules to replace the current TCFD-aligned climate-related disclosure obligations with requirements for in-scope listed companies to report against the UK Sustainability Reporting Standards (UK SRS). The Government is in the process of finalising the UK SRS, which will be the UK’s version of the IFRS’s Sustainability Disclosure Standards, IFRS S1 and IFRS S2, which were developed by the International Sustainability Standards Board.

The UK SRS are designed to promote transparency, increase the quality and comparability of financially material information relating to sustainability risks and opportunities and promote international alignment of sustainability disclosures.

The consultation closes on 20 March 2026. Subject to endorsement of UK SRS by the Government, the FCA aims to publish the final rules in Autumn 2026 and the new rules would apply from 1 January 2027, with certain transitional reliefs.

FCA publishes new Enforcement Watch newsletter

On 28 January 2026 the Financial Conduct Authority (FCA) published Enforcement Watch 1, a new newsletter providing insights and themes from its enforcement work. The launch follows the FCA’s June 2025 changes to its enforcement publicity policy to increase transparency around investigations. This first issue covers:

  • the FCA’s approach to publicising investigations under the revised policy, including application of the exceptional circumstances test in ENFG 4;
  • the suspected misconduct that prompted 23 enforcement operations opened between 3 June and 31 December 2025; and
  • the FCA’s cooperation and information‑sharing with overseas law enforcement agencies and regulators.

Changes to company accounts requirements delayed

On 28 January 2026, in an update to its Guidance: Filing your Companies House accounts, Companies House confirmed that changes to the Part 15 Companies Act 2006 regime for filing annual accounts introduced by the Economic Crime and Corporate Transparency Act 2023 will not take effect on 1 April 2027, as originally scheduled. The changes are expected to include mandatory software filing and the removal of certain filing relaxations for small companies and micro-entities. According to the update, the reforms remain under review, with a final decision to be announced shortly. Companies House has stated that businesses will receive at least 21 months’ notice ahead of any implementation.

Regulations made to abolish central register at Companies House

The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 7) Regulations 2026 were made on 23 January 2026 and took effect on 26 January 2026. The regulations bring section 49 ECCTA 2023 into force, removing the option for private companies to keep shareholder (member) information on the Companies House central register. All companies must now maintain their own register of members, with transitional provisions for those that had elected to use the central register. We expect the impact of this to be minimal as relatively few companies took advantage of the central register.

Capital markets: AFME and UK Finance update template equity selling restrictions to reflect the POAT regime

On 23 January 2026, the Association of Financial Markets in Europe (AFME) and UK Finance published updated model equity selling restrictions for offerings and admissions from 19 January 2026. The new wording reflects the commencement of the UK’s new regime for public offers of securities and admissions to trading on 19 January 2026.

Government consults on proposals to reform UK competition regime

On 20 January 2026, the Department for Business and Trade opened a consultation on proposals to reform the UK competition framework to promote effective competition, support economic growth and deliver benefits for consumers and businesses, while maintaining the Competition and Markets Authority’s (CMA) independence. The consultation closes on 31 March 2026, and the Government intends to legislate reflecting stakeholder feedback when Parliamentary time allows.

The proposals include:

  • providing greater certainty on when mergers will be subject to investigation by the CMA. The Government intends to clarify which factors should be considered in relation to the share of supply and material influence tests via legislative changes;
  • giving the CMA more time to agree merger remedies in Phase 1 investigations. This is intended to avoid unnecessary Phase 2 investigations; and
  • replacing the two-phase system of market studies and investigations with a single-phase market review. This is intended to shorten the period under which markets are under review and to allow the CMA to tailor its approach.

FRC published ‘mythbuster’ on revised Provision 29 UK Corporate Governance Code

On 29 January 2026, the Financial Reporting Council (FRC) published a ‘mythbuster’ intended to answer questions on Provision 29 of the UK Corporate Governance Code 2024 (UKCG Code 2024) which applies to financial years beginning on or after 1 January 2026. Provision 29 of the UKCG Code 2024 was strengthened to include a new formal board declaration on the effectiveness of the company’s material controls. The implementation of new Provision 29 was delayed by a year after the rest of the UKCG Code 2024 became effective for financial years from 1 January 2025 to allow listed companies time to prepare.

Government confirms plans to introduce a new oversight regime for assurance of sustainability-related financial disclosures

On 30 January 2026, the Department for Business and Trade published the response to its June 2025 consultation on proposals to introduce a voluntary oversight regime and register for entities that offer third party assurance services for sustainability-related disclosures. The Government intends to progress the regime as proposed. The FRC will be responsible for its implementation. The Government will legislate to formalise arrangements when Parliamentary time allows.