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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

FRC publishes annual review of corporate reporting 2024/25

On 30 September 2025, the FRC published its Annual Review of Corporate Reporting 2024/25, outlining findings from its review of 222 annual reports (FTSE 350, AIM, and large private companies) during the year ending 31 March 2025 (FRC Press Release). Overall reporting quality among the reviewed FTSE 350 companies was maintained. The review highlights areas for improvement and sets expectations for the next reporting season.

Key findings

  • There is a continuing reporting quality gap between FTSE 350 and other companies; most restatements arose outside the FTSE 350. A thematic review of smaller listed and AIM companies will follow in the autumn.
  • Impairment of assets remained the most common issue. Clearer disclosures and better cross-referencing would have reduced queries.
  • Cash flow statements generated the second-highest number of queries, mainly due to classification errors outside the FTSE 350.
  • Inconsistencies between the financial statements and other report sections remain a significant trigger for queries.
  • Explanations of significant judgements and estimates require improvement; geopolitical and economic risks increase uncertainty in estimates.
  • There were fewer substantive questions on Task Force on Climate-Related Financial Disclosures (TCFD) reporting, which is in its third year for most listed companies.

Expectations for 2025/26 reporting

  • Ensure coherent, clear, concise disclosures of all material information and relevant information.
  • Operate robust review processes to identify common technical compliance issues.
  • Provide clear, consistent disclosures on judgements, uncertainty and risk.
  • Present a strategic report that is fair, balanced and extensive on current position and future prospects.

Continuing obligations – issuers compliance under AQSE

On 24 September 2025, Aquis Stock Exchange (AQSE) launched a consultation inviting comment on the proposed introduction of Aquis Support Services, a new support service enabling admitted companies to maintain ongoing compliance with the Aquis Growth Market rulebooks (Rulebooks), instead of engaging a corporate adviser for this. Under the proposals, admitted companies opting for Aquis Support Services will receive support from approved law firms.

New volume of ROE Rules 2025 published

Companies House published a new volume of the Registrar’s Rules concerning the register of overseas entities (ROE Rules 2025) on 22 September 2025. The ROE Rules 2025, effective from 16 September 2025, prescribe the requirements for documents and verification statements relating to the ROE that are delivered to the registrar on or after that date.

New ECCTA 2023 regulations

On 18 September 2025, three sets of regulations were made under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). These Regulations were in largely the same form as the draft instruments put before Parliament in June 2025 and are expected to come into force on 18 November 2025, i.e., immediately after s.790LA CA 2006 takes effect.

FCA publishes details of its arrangements for Christmas and New Year 2025/26

On 18 September 2025, the FCA announced that:

  • the days from Monday 22 December 2025 to Friday 2 January 2026 (inclusive) will not be included when calculating response times for documents and guidance requests; and
  • listing hearings for 22, 23, 24, 29, 30, 31 December 2025 and 2 January 2026 will not be accepted. 

Advisers should contact the FCA in advance regarding time-sensitive matters, such as approvals and admissions.

Case Law

Remediable breach – Kulkarni v Gwent Holdings Ltd [2025] EWCA Civ 1206

Breach of contract is capable of remedy despite being repudiatory (Court of Appeal)

In Kulkarni v Gwent Holdings Ltd [2025] EWCA Civ 1206, the Court of Appeal held that, for the purposes of a contractual right, a breach of contract is not necessarily irremediable simply because it is also a repudiatory breach that cannot be cured at common law. The Court of Appeal also emphasised that the exercise of determining whether a breach is remediable is a practical (rather than technical) one.

The case involved a shareholders’ agreement between two shareholders (Gwent and Kulkarni) containing a clause requiring a shareholder to transfer shares if it committed a material or persistent breach that was not remedied within ten business days of notice. Gwent committed several material and repudiatory breaches, but the Court held that these breaches were capable of remedy, as the contract did not specify otherwise. Remedying a breach means rectifying matters for the future, not necessarily curing all past damage.

The Court distinguished this issue from the principles in Bournemouth University v Buckland EWCA Civ 121, emphasizing that the contractual context governs whether a breach is remediable. Deliberate or wilful breaches remain capable of remedy unless the contract expressly requires good faith.

Publications

Anti-trust: cartel enforcement

As part of its Horizon Scanning series, Slaughter and May has published Navigating the new cartel enforcement landscape. The briefing explores how cartel enforcement is evolving across the UK and EU – highlighting key recent trends, reforms and emerging areas of risk, and what they mean for businesses navigating this shifting landscape.