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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

Insights into the Employment Rights Act 2025

The Employment Rights Act 2025 received Royal Assent on 18 December 2025, marking a pivotal moment in UK employment legislation. Widely regarded as the most significant upgrade to workers’ rights in a generation, the Act introduces 28 wide-ranging reforms that will reshape the employment landscape for years to come.

  • Podcast insights: We have published a podcast episode discussing key changes introduced by the Employment Rights Act 2025 and the implementation timeline, as well as key considerations for businesses.
  • Hub: We have created a hub page which provides a central resource for navigating the Employment Rights Act, including an implementation timeline, expert insights, practical guidance, and answers to key questions.

A review of the key tax developments in 2025: “That was the year that was”:

We have published a month‑by‑month year in review highlighting the most notable UK and international tax developments of 2025, including cases, policy shifts and political developments.

News

CMA revises its approach to merger remedies and procedures

On 19 December 2025, the CMA published a revised version of Guidance CMA2, the Guidance note in which the CMA sets out the procedures it uses in operating the UK merger control regime contained in the Enterprise Act 2002 and explains when the CMA will have jurisdiction to review mergers under the Act. The revisions have been made as part of the CMA’s review of its approach to remedies that was launched in March 2025, including its consultation on changes to its guidance on merger remedies (CMA87).

The revisions to CMA2 reflect procedural changes to merger remedies and are accompanied by updated remedies guidance (CMA87 and the CMA’s Consultation Outcome). The changes aim to integrate the ‘4Ps’ framework – pace, predictability, process, and proportionality – into the CMA’s approach to merger remedies and procedures.

From a practical perspective, the updated remedies procedures should be considered as part of deal planning and timetables from the outset of Phase 1. The revised CMA2 applies to cases where a formal Phase 1 investigation commenced on or after 19 December 2025 and replaces the previous guidance published in October 2025.

 

Takeover Code announcements must contain Legal Entity Identifier from February

The Takeover Panel published Panel Statement 2025/20 on 15 December 2025 to announce that the Code Committee has made minor, non-consultative amendments to the Takeover Code via Instrument 2025/2. The changes will take effect on 4 February 2026.

Rule 2.9 of the Code is being revised to require each party to an offer to include its “Legal Entity Identifier” (LEI) in any announcement it makes. (Rule 2.9 requires the offeree company, an offeror and any publicly identified potential offeror to announce details of all classes of its relevant securities and the number of such relevant securities in issue.)

This change aligns with the Financial Conduct Authority’s expanded LEI filing requirements and enables inclusion of LEIs on the Panel’s Disclosure Table. 

 

CLLS and Law Society supportive of FCA proposals on takeover exemption (PMB 58)

On 15 December 2025, the City of London Law Society published a Response (prepared with the Law Society’s Company Law Committee) to the FCA’s consultation in Primary Market Bulletin 58 (PMB 58) on draft Technical Note 608 (TN 608), which relates to the content of prospectus exemption documents for takeovers, mergers and divisions.

Where the bidder is seeking to rely on the takeover exemption (which may be unlikely given the broad other exemptions available), the Response supports the FCA’s proposal that, in Takeover Code offers, the offer or scheme document should automatically satisfy the exemption document requirement where the conditions in PRM 1.4.9R(2) are met, i.e. that

(i) the bidder’s equity securities being admitted to trading are fungible with existing equity  securities already admitted to trading prior to the takeover; and

(ii) the takeover is not considered to be a reverse acquisition transaction.

Where those conditions are not met (e.g. on a reverse takeover), the joint working party agrees that the content of the exemption document should be set out in FCA guidance rather than by cross‑reference to the Code.