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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

2026 Horizon Scanning series

We have published our flagship Horizon Scanning programme, which delivers expert insights designed to help businesses anticipate trends, manage risks and turn uncertainty into opportunity. The programme comprises a series of articles and podcasts organised under five key themes:

  • Capital Flows
  • Governance and Sustainability
  • Energy Transition
  • Digital
  • Crisis Management

The full programme can be viewed on our website here and a downloadable PDF version is available here.

The podcast series accompanying the Horizon Scanning launch can be accessed here. To be notified of our latest podcast episodes, you can subscribe to 'Horizon Scanning by Slaughter and May' on your preferred podcast app.

Briefings on new Public Offers and Admissions to Trading regime: ECM and DCM aspects

We have published two briefings on the new Public Offers and Admissions to Trading regime that came into force on 19 January 2026:

News

Government scraps Audit Reform Bill and announces consultation to speed up CMA competition investigations

In a Press Release on 20 January, the Secretary of State for Business and Trade, Peter Kyle, announced that the Government is scrapping the Audit Reform and Corporate Governance Bill in order “to avoid significant new costs for large firms”. This will be of particular interest to large unlisted businesses who faced falling under the revised ‘Public Interest Entity’ definition set to be introduced under the Bill, which would have placed increased reporting obligations on companies and LLPs with both 1000+ employees and a turnover of £1 billion or more.

The announcement also states that the Government:

  • is pressing ahead with plans to allow (wholly) virtual AGMs and streamline corporate reporting, although the timing for these is still unclear;
  • will be launching a consultation on 20 January to speed up and simplify CMA investigations; and
  • will be launching regulatory reviews to simplify Health & Safety rules and streamline Farming and Agri-tech rules.

The announcement also includes details of new investments that Government is making via The British Business bank.

Also on 20 January, the DBT published a letter from the Minister for Small Businesses and Economic Transformation addressed to the Chair of the Business and Trade Committee, confirming the decision to no longer consult on the Bill. Consistent with the Press Release, the letter notes that the simplification and modernisation of corporate reporting is to be given priority and that the need for major reform in this area is now less pressing than it was. However, the Minister does stress in the letter the importance of audit regulation and states that the government will still look to put the FRC on a statutory footing when parliamentary time allows, indicating that the Government has not abandoned the plan to replace the FRC with the proposed Audit, Reporting and Governance Authority in the future.

FCA updates Knowledge Base in preparation for introduction of the POAT regime

On 12 January 2026, the FCA published Primary Market Bulletin 61, marking the final stages of preparation for the new Public Offers and Admissions to Trading (“POAT”) regime which came into force on 19 January 2026. (For more information about the new regime, see our client briefings referred to above).

The Bulletin sets out details of how the FCA’s Knowledge Base has been updated to reflect changes to the POAT regime coming into force on that date. The FCA consulted on the changes in PMB 58, published in October 2025. Overall, the FCA has finalised four new Technical Notes, amended 35 existing Technical Notes and seven existing Procedural Notes and deleted seven Technical Notes that are no longer relevant. The new TNs include guidance on the information that must be included in a takeover exempt document and on protected forward-looking statements in a prospectus.

LSE updates Admission and Disclosure Standards to reflect POAT regime

On 16 January 2026, the London Stock Exchange published Market Notice N01/26, which confirms amendments to the Admission and Disclosure Standards (“Standards”) designed to implement the new POAT regime.

A blackline of the amended Standards – which will come into effect on 19 January 2026 - has also been published. Principally the changes simply reflect the new public offers and admissions to trading regime, but the Exchange has also:

  • confirmed there are no changes to the Admission and Disclosure Standards relating to the requirements around admission to trading. As before, where a company issues additional shares of the same class, it must apply to the LSE for the new shares to be admitted to trading (even though it is no longer necessary to apply to the FCA to admit the new shares to listing); and
  • removed references to Form 1. Applications to the LSE for securities to be admitted to trading must now be made via the Self Service Portal.

LSE updates AIM Rules for Companies to reflect POAT regime

On 16 January 2026 the London Stock Exchange published AIM Notice 61, setting out changes to the AIM Rules for Companies that take effect on 19 January 2026. The changes are designed to reflect the new POAT regime, including how the Exchange has decided to approach matters that are left to its discretion, such as when a MTF admission prospectus (AIM admission document) must be published. Note that the LSE intends to make more substantive changes to the AIM Rules in H1 2026.

Government to give companies more time to prepare for UK Sustainability Reporting Standards

On 8 January 2026, the Department for Business and Trade (“DBT”) published a letter to the FCA in which it provides an update on the government process to finalise the UK Sustainability Reporting Standards (“Standards”), which are set to be published in early 2026.

The letter comes ahead of the FCA's planned consultation on the adoption of the Standards for listed companies in January 2026. In the letter, DBT states that Stakeholder feedback strongly advocated for giving entities sufficient time to align with the most challenging parts of the Standards. In addition, stakeholders had asked for clarity about how the reliefs embedded in the UK SRS will interact with FCA rules and when any transitional reliefs will apply. The DBT has therefore decided to remove specific time references in the Standards as to when the reliefs would apply. Instead, the timing about the availability and application of these reliefs will be set out in government regulations, FCA rules, or other relevant authorities. DBT also states it will be clarifying how the statement of compliance will apply to reporters making use of the reliefs.

Companies House delays implementation of presenter measures

On 19 January 2026, Companies House indicated that the implementation of identity verification requirements for those filing documents at Companies House has been delayed until 'no earlier than' November 2026. The announcement came as Companies House updated its Transition Plan for commencing key corporate law reforms under the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Companies House had previously planned to implement these presenter measures by Spring 2026. It has postponed the implementation so that it can prioritise the completion of the identity verification transition period for directors and people with significant control.

Case law

Pre-completion dividend paid by target was transaction at an undervalue - TAQA Bratani Ltd & Ors v Fujairah Oil and Gas UK LLC & Ors [2025] EWCA Civ 1669

The Court of Appeal has ruled on the correct approach to identifying a 'transaction' for the purposes of section 238 of the Insolvency Act 1986 and on what may be treated as consideration for the transaction when determining any undervalue, along with the scope of the defence in section 238(5). The ruling serves as a reminder that a pre-insolvency dividend may be subsequently challenged, including as a transaction at an undervalue.

In this case, the buyer and seller of a private company target agreed that on completion the target would waive any sums owed to it by the seller. Shortly before completion, when the seller discovered it owed the target c $85 million, it caused the target to assign the receivable to the seller by means of a dividend in specie, extinguishing the debt. Neither buyer nor seller considered whether this step could be justified from the target’s perspective. Less than two years later, the target went into insolvent liquidation. The Court of Appeal ruled that the dividend was a transaction at an undervalue under section 238 of the Insolvency Act 1986, and that the defence in section 238(5)(b) was not available; this defence prevents the court from making an order in respect of a transaction at an undervalue where were (at the time of the transaction) reasonable grounds for believing that the transaction would benefit the company. Here, there was no benefit to Fujairah in paying the dividend, which was instead for the shareholder’s benefit. Having determined that the section 238(5) defence did not apply, the Court of Appeal found that the dividend was not paid in return for the write-off. It therefore could not be consideration for the dividend, meaning the undervalue was judged to be the full amount of the dividend of US$84.7 million.