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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 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

FCA publishes Primary Market Bulletin No. 59

The FCA published the 59th edition of Primary Market Bulletin (PMB 59) on 23 October 2025, its update for primary market participants.

  • Delayed disclosure of inside information:
    • PMB 59 reports on the outcome of its latest review of issuers’ compliance with delayed disclosure of inside information (DDII) requirements under Article 17(4) UK MAR.
    • The FCA found that, compared to the previous review, fewer issuers made a DDII notification, but the average length of delay increased. However, the FCA was pleased to note that the average delay period for notifications relating to unscheduled and periodic financial information (which has been a key focus for the FCA) has decreased since its previous review.
    • The FCA reminds issuers that (i) issuers need to assess carefully whether inside information has arisen and, if so, whether a delay can be justified; and (ii) issuers need to remember that when they do delay disclosing inside information, they need to make a DDII notification to the FCA (and, if requested, provide the FCA with reasons).
  • Review of the UK’s short selling regime: The FCA notes that it will shortly be launching a consultation detailing proposals to support the Short Selling Regulations 2025.

Changes to National Storage Mechanism (NSM) requirements from 3 November 2025

On 3 November 2025 changes to the requirements for submitting regulated information to the NSM, which were announced in the FCA’s Policy Statement PS24/19 (published in December 2024), will come into effect. These changes 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 and LEIs must have an ‘issued’ status and be renewed annually.

UK Stewardship Code 2026 Guidance

On 30 October 2025 the Financial Reporting Council (FRC) published its final Guidance to accompany the UK Stewardship Code 2026 which will apply from 1 January 2026 (with 2026 being a transition year). The Stewardship Code is a non-binding code of practice aimed primarily at the investor community (asset managers, asset owners and service providers) that sets benchmarks to promote the effective stewardship of investee companies. Signatory firms are required to prepare a stewardship report on an annual basis setting out how they have applied the Code in their stewardship activities. The non-prescriptive, optional Guidance is designed to assist applicants to report well against the Stewardship Code 2026.

Revised merger jurisdictional and procedural guidance and mergers notice template

On 28 October 2025 the CMA published final revisions to its mergers guidance on jurisdiction and procedure (CMA2) to reflect changes to the CMA’s mergers process to embed the CMA’s ‘4Ps’ framework of pace, predictability, proportionality and process into its mergers process. The document provides guidance on how the CMA operates the mergers control regime under the Enterprise Act 2002. The CMA has also updated its Merger Notice template and guidance on the CMA’s mergers intelligence function (CMA56).

Reform of the Anti-Money Laundering and Counter-Terrorism Financing Supervision Regime 

On 21 October 2025, HM Treasury published Consultation Response: Reform of the AML and CTF supervision regime, confirming the decision to consolidate supervision of the legal and accountancy professions, and trust and company service providers, under a Single Professional Services Supervisor, which will be performed by the FCA.

Legislation

Economic Crime and Corporate Transparency Act 2023 - regulations

Companies House fees

The Registrar of Companies (Fees) (Amendment) Regulations 2025 have been published with an Explanatory Memorandum. These regulations amend a range of Companies House fees, effective from 1 February 2026, particularly to reflect the change in Companies House’s role and functions under the ECCTA 2023. For Companies House fees effective from 1 February 2026, see the changes to Companies House fees. It should be noted that certain fees have increased significantly.

Case law

Director’s personal liability for breach of confidence

In Kieran Corrigan Ltd v Onee Group Ltd and others [2025] EWHC 2759 (Ch), the High Court (following a retrial ordered by the Court of Appeal) held that a director was liable as the primary wrongdoer for breach of confidence. The Court found that the director misused the claimant's confidential information by signing off a tax mitigation scheme which shared key features with a structure devised by the claimant. The director was liable as the primary wrongdoer for breach of confidence through signing off a tax mitigation scheme. The director understood the key features of the scheme's tax structure, which had incorporated confidential information from the claimant, and considered these when approving the scheme. The High Court emphasised that a breach of confidence claim does not require that the defendant knows that it is using the claimant's confidential information in order to be liable.

Publications

Managing Cyber Supply Chain Risk: podcast

Supply chain cyber breaches are on the rise, with attackers increasingly targeting suppliers as a route into larger organisations. As part of Slaughter and May’s Horizon Scanning series, we have published a podcast on the growing threat of supply chain attacks, why they’re so challenging to manage, and what organisations can do to protect themselves.