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Corporate law update: 21 - 27 February 2026
6 minute read
This week:
The London Stock Exchange’s new Private Securities Market sees its first permissioned auction
The first final UK Sustainability Reporting Standards are published
The FTSE Women Leaders Review publishes its annual gender balance report for 2025
FCA clarifies notification requirements for new securities admissions
The Financial Conduct Authority (FCA) has issued a clarification statement on notifications required when securities are admitted to trading.
The FCA’s Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM) came into force on 19 January 2026. The PRM introduced a requirement (in PRM 1.6.4R) for issuers to publish a notification within 60 days of admitting securities to trading. The purpose of the 60-day period is to allow issuers to aggregate admissions within that period into a single notification, reducing administrative burden.
However, the UK Listing Rules (UKLR) – principally, UKLR 6.4.4R(4) – already impose a requirement on listed companies to publish a notification “as soon as possible” following new issues and public offers of equity securities.
As new issues and public offers will usually involve admitting the securities in question to trading, the two requirements potentially conflict. (Previously, issuers were able to rely on an exemption for “block listings”, which would allow them to aggregate notifications. However, this exemption was removed when the PRM came into effect.)
The FCA has confirmed that it was not its intention to require duplicative announcements. It intends to consult on removing UKLR 6.4.4R(4), so that issuers will in future be subject only to the 60-day notification requirement in the PRM.
In the meantime, the FCA has confirmed that it will not take action if an issuer that would have benefitted from the block listing exemption (had it not been removed) fails to make a notification under UKLR 6.4.4R(4). (This applies only to new issues or public offerings of securities covered by the former block listing that had not been issued or offered before the block listings exemption was revoked on 19 January 2026, and where the securities are used for the same purposes as the original block listing.)
First permissioned auction to take place on the Private Securities Market
The London Stock Exchange has announced the first transaction on its new Private Securities Market (PSM).
The PSM is the first platform to open within the new Private Intermittent Securities and Capital Exchange System (PISCES), the UK’s new trading perimeter for private companies. Transactions on the PSM will take place via permissioned auctions, with investors registering their interest through authorised brokers.
The first participant is TPE Investment Company SA (TPEIC), a Luxembourg segregated compartment investment company formed to acquire and hold a single equity investment in a late-stage unlisted company. The auction concerns interests in TPEIC’s first compartment (Compartment A), created to invest in Oxford Science Enterprises plc.
Final UK Sustainability Reporting Standards published
The Government has published the final form of the UK’s new Sustainability Reporting Standards (SRS), following its consultation in June 2025. (Read our separate in-depth piece for more information on the Government’s consultation on new UK Sustainability Reporting Standards.)
The first two standards – UK SRS S1 and UK SRS S2 – are based on the equivalent international standards previously published by the IFRS’ International Sustainability Standards Board (ISSB).
UK SRS S1 sets out general disclosure requirements that apply to sustainability-related disclosures where no specific standard applies. UK SRS S2 sets out specific standards in relation to climate.
The Financial Conduct Authority (FCA) is currently consulting on introducing a requirement for listed companies to report under UK SRS in relation to Scope 1 and Scope 2 emissions. This will effectively replace the current obligation for listed companies to report against the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD).
For all other companies, UK SRS will initially operate on a voluntary basis.
Access UK Sustainability Reporting Standard 1 (UK SRS S1) (general requirements) (opens PDF)
Access UK Sustainability Reporting Standard 2 (UK SRS S2) (climate-related disclosures) (opens PDF)
FTSE Women Leaders publishes annual gender balance review for 2025
The FTSE Women Leaders Review has published its fifth annual report on women's representation on company boards, looking at progress against targets during 2025. The report marks the end of the first five-year cycle of reviews.
The Leaders Review was created in October 2021 to continue the work of its forerunner, the Hampton-Alexander Review, which had previously set a voluntary target of 33% female representation on FTSE 350 boards by the end of 2020.
In 2022, the Review increased the target from 33% to 40% by the end of 2025, extended that target beyond boards to wider leadership teams, and encouraged the appointment of at least one woman as chair or senior independent director (SID) and/or one woman as CEO or finance director. It also extended its scope beyond FTSE 350 companies to the top 50 private companies in the UK (the P50).
The latest report notes the following.
Women accounted for 42.7% of FTSE 350 board positions (43.4% in 2024) and 35.9% of FTSE 350 leadership positions (35.3% in 2024). The report notes that, in 2011, woman made up only 9.5% of FTSE 350 board positions, demonstrating a remarkable increase.
Women accounted for 30.1% of P50 board positions (30.5% in 2024) and 37.1% of P50 leadership positions (36.8% in 2024).
69% of FTSE 350 companies have now met or exceeded the 40% target for women on boards (down from 73% in 2024, but up from 40% in 2021 when the Review began). A further 19% of FTSE 350 companies are close to the target, with between 33% and 40% women on their board.
By contrast, only 33% of P50 companies have now met or exceeded the 40% target, with only a further 11% between 33% and 40%.
The proportion of FTSE 350 executive director positions occupied by women remains low at 15.4% (15.6% in 2024). In particular, only 8% of FTSE 350 CEOs are women. By contrast, women occupy 49.5% of FTSE 350 non-executive director (NED) positions, including 61% of FTSE 350 senior independent director positions.
Among the P50, women occupied 29.7% of executive director positions (29% in 2024) and 30.6% of NED positions. The Review now calls for P50 companies to push towards a 40% target in both cases.
As in previous years, there were no all-male boards among the FTSE 350, and only 6% of P50 companies had no women on their board.
Read the FTSE Women Leaders Review's 2025 annual report (opens PDF)
Other items
The European Securities and Markets Authority (ESMA) is consulting on amendments to its guidelines on the delay in the disclosure of inside information under the EU Market Abuse Regulation (EU MAR). The proposed amendments would align the guidelines with changes to the disclosure regime as implemented by the EU Listing Act (adopted in late 2024). The Listing Act amends EU MAR (among other regulations) to simplify the listing requirements by reducing the administrative burden on listed companies or companies seeking listing. The consultation closes on 29 April 2026.
Read the ESMA consultation on delaying the disclosure of inside information under EU MAR (opens PDF)
The Law Society of England and Wales has published new guidance to solicitors (including in-house lawyers) on steps they might consider taking before delivering documents to Companies House containing a confirmation that an individual’s identity has been verified. The guidance recognises the fact that there is no single publicly accessible central database to check whether an individual’s identity has been verified. The Society advises solicitors to judge what steps (if any) to take based on the particular circumstances. The guidance may also be of use to chartered legal executives and company secretaries.
Read the Law Society’s guidance on confirming identity verification to Companies House
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