Corporate law update: 6 - 12 September 2025

This week:

• The Financial Conduct Authority (FCA) has published Market Watch 83, in which it has shared its observations from reviews of corporate finance firms that provide advisory and corporate broking services to small and mid-cap companies. In particular, the FCA cites examples of practice relating to the disclosure of inside information by way of market soundings and the ways in which these practices may not comply with the UK Market Abuse Regulation.
  Read FCA Market Watch 83
   
• The Takeover Panel has published Panel Statement 2025/15, setting out the decision of the Chair of the Hearings Committee to dismiss an appeal against the Panel’s decision not to require an investment company and its concert parties to make a mandatory offer under Rule 9 of the Takeover Code in connection with a capital restructuring and corporate redomiciliation. The decision discusses three interesting points:
  • the circumstances in which the Panel can exercise flexibility to depart from the strict voting rights thresholds in Rule 9;
  • whether a class of unlisted shares amount to voting shares where the holders are not to vote on certain matters as required by the Listing Rules; and
  • whether the Panel has jurisdiction over a company which is registered in a jurisdiction covered by the Code (in this case, Guernsey) but is proposing to redomicile to a territory not covered by the Code (in this case, the Cayman Islands), and the relevant matter that might trigger a mandatory offer is proposed before, but will not take place until after, the redomicilation.

Read Takeover Panel Statement 2025/15 on the decision of the Chair of the Hearings Committee to dismiss an appeal against the Panel’s decision not to require a Rule 9 mandatory offer (PDF)

• The FCA has published Quarterly Consultation Paper 25/24. Among other things, the FCA is seeking views on a proposal to extend the deadline under the UK Listing Rules by which issuers in the commercial companies and closed-ended investment funds categories must notify the market of purchases of their own equity shares.
  
  Currently, issuers must do so by 7.30am on the first business day following the calendar day on which the buy-back occurs. The FCA is proposing to change the deadline to the seventh daily market session following the buy-back, which would bring the UKLR in line with the notification timetable for buy-back programmes under the Buy-back and Stabilisation Directive.
  
  It is also seeking views on whether to abolish the notification requirement in the UKLRs completely, given that it does not apply to issuers in other listing categories.
  
  The FCA has asked for views by 15 October 2025.
  
  Access FCA Quarterly Consultation Paper 25/24 (PDF)
   
• The Law Commission has published details of its 14^th programme of law reform. Among other things, the Commission intends to review the law relating to deeds, including whether the concept of a deed remains fit for purpose, whether to retain concepts and requirements such as witnessing, attestation and delivery, and whether the law needs to be amended to accommodate smart contracts.
  
  Access the Law Commission’s 14^th Programme of Law Reform (PDF)