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Corporate law update: 30 May - 5 June
8 minute read
This week:
Chartered Governance Institute publishes updated guidance on access to a company’s register of members
The Chartered Governance Institute (CGI) has published updated guidance on applying to gain access to a company’s register of members (also known as its shareholder register).
In particular, the guidance provides assistance with understanding what amounts to a “proper purpose” in the context of an application for access.
The guidance was originally published in 2007 and was last updated in 2018, under the CGI’s former name, the Institute of Chartered Secretaries and Administrators.
Although it is ultimately a question for the courts whether an application for access to a company’s register of members has been made for a proper purpose, the courts have historically referred to the CGI’s guidance when reaching decisions. The guidance therefore holds a strong degree of authority.
The changes to the guidance principally reflect developments in case law and in practice since the 2018 version. They include the following.
More guidance on how a company should respond to an application that is invalid for some reason (e.g. because it lacks all the information required by the Companies Act 2006).
A summary of the decision in Houldsworth Village Management Company Ltd v Barton [2020] EWCA Civ 980, in which the court held that an application in connection with removing a managing agent was for a proper purpose.
A summary of the decision in Sir Henry Royce Memorial Foundation v Hardy [2021] EWHC 714 (Ch), in which the court held that an application was invalid because it lacked information required by the Act, and that a follow-up email providing the missing information did not render the application valid or amount to a valid application itself. You can read more about the court’s decision that a request for access to a company’s register of members was invalid in our previous Corporate Law Update.
A summary of the decision in Exeter Golf and Country Club Ltd v Jackson [2023] EWHC 198 (Ch), in which, again, an application was invalid because it lacked information required by the Act, but that the purpose of the application – to raise with other shareholders concerns about historic board decisions – was proper.
A summary of the decision in Aviva plc v Litani LLC [2025] EWHC 3134 (Ch), in which the court held that an application for access for the purpose of making a “mini-tender” offer to retail shareholders was proper. You can read our separate in-depth piece for more on the court’s decision that a request for access to a company’s register of members for the purpose of making a “mini-tender” offer was proper.
Guidance that seeking access for commercial purposes is not inherently improper, but that a request is more likely to be proper if there is disclosure of the terms of any arrangement or offer before payment of a fee.
Greater emphasis on the need to state the identities of anyone to whom the applicant intends to disclose information in the company’s register of members (noting that the applications in some of the cases summarised in the guidance failed on precisely this point).
More detail on the courts’ likely approach where an application is made for a mixture of proper and improper purposes.
Guidance on the extent to which a company may take a person’s previous conduct, and their likely future behaviour, into account when deciding whether to grant access (particularly when deciding whether the application is vexatious).
Above all, greater emphasis on the point that whether an application is being made for a proper purpose must be made on a case-by-case basis.
Applications for access to a company’s register of members are common in a variety of contexts. These include on a public company takeover, as well as where a shareholder wishes to raise concerns about the way the company is being managed. The guidance will be invaluable to anyone who is seeking access in these circumstances or in any other context.
The CGI notes that the guidance on the “proper purpose” test may equally apply to applications to inspect a company’s register of debenture-holders or its register of interests in its shares.
London Stock Exchange consults on changes to the AIM market
The London Stock Exchange is consulting on changes in the way its AIM market operates, with a view to differentiating AIM from its Main Market, reducing unnecessary regulatory burdens, accommodating founder-led innovative businesses, and attracting international companies.
The consultations follow the Exchange’s recent discussion paper on shaping the future of AIM, published in April 2025. You can read more about the discussion on the future of AIM in our separate in-depth piece.
The proposals would include changes to both the AIM Rules for Companies and the AIM Rules for Nominated Advisers (nomads). The key proposed changes are as follows.
AIM admission document. The consultation proposes to simplify and streamline the admission document a company must produce to accede to AIM. Short-term changes would include replacing the working capital statement with lighter disclosure obligations, allowing issuers to publish financials using UK GAAP (as an alternative to IFRS) and permitting incorporation of information by reference. The Exchange intends to consult in more detail on the contents of AIM admission documents in due course.
Fundraisings. The Exchange recognises the potential for market volatility in an AIM company’s shares when it embarks on a fundraising round. It is therefore proposing to allow an AIM company to seek a “Capital Access Window”, during which its securities would be temporarily suspended from trading and it can manage the fundraising process.
Substantial acquisitions. The consultation proposes to codify the Exchange’s existing policy on reverse takeovers. A transaction that exceeds 100% in the class tests under the AIM Rules will not amount to a reverse takeover under AIM Rule 14 unless it also represents a fundamental change in the AIM company’s business, board and/or voting control. It may, however, amount to a substantial transaction under AIM Rule 12 requiring disclosure to shareholders.
Reverse takeovers. Under the AIM Rules, an AIM company’s securities are automatically suspended when it announces that it is contemplating a reverse takeover. The Exchange is proposing to codify its existing practice of allowing an AIM company’s nomad to request a dispensation from suspension where appropriate alternative disclosure is feasible.
Class tests. As set out in its feedback statement to the discussion paper, the Exchange proposes to update the class tests in the AIM Rules by limiting the “profits test” to related party transactions, permitting the “gross capital test” to be pro-rated for investing companies undertaking minority acquisitions in line with their investment policy, and generally raising the class test thresholds from 10% to 25%.
Market disclosure. The Exchange is proposing to remove AIM Rule 11, which requires an AIM company to disclose price-sensitive information immediately, in its current form, noting that disclosure of inside information is already required by the UK Market Abuse Regulation. Instead, a new AIM Rule 11 will focus on the value of a nomad’s public market experience to support an AIM company in understanding the potential market impact of developments in its business.
Non-standard director remuneration. Codifying existing policy, an AIM company’s nomad would no longer need to provide a “fair and reasonable opinion” under AIM Rule 13 on non-standard director remuneration if the contractual terms provide reasonable commercial protections for the company. If in doubt, arrangements should be put to a shareholder vote.
Special voting shares. Again codifying existing policy, a company would be permitted to seek admission to AIM where it has special shares in issue that allow founders to retain control.
Corporate governance. The Exchange is proposing to clarify that AIM Rule 26 does not require an AIM company to report against a particular corporate governance code (although it is helpful to do so), but rather to report on governance generally in five key areas.
International companies. The consultation proposes to replace the existing AIM Designated Market route with a new “Express Market” route, which would enable companies from a wider range of jurisdictions to seek an expedited admission to AIM and streamline the process for a simultaneous dual-market admission to AIM and an Express Market.
The Exchange is also proposing a new technical note for nomads. Nomads should read the proposed technical note, and the proposed changes to the AIM Rules for Nomads, carefully.
The Exchange has asked for comments by 2 July 2026.
Read AIM Notice 62 containing the consultation on changes to the AIM Rules for Companies (opens PDF)
Revised draft regulations to make trust information more publicly available
On 8 May 2026, we reported that the Government had published draft regulations that, if approved, would increase public access to trust information held in the UK’s Register of Overseas Entities.
We noted that this information is publicly available by application, subject to certain tests, but that the draft regulations would relax these tests to make trust information more easily accessible. You can read our previous Corporate Law Update for more information on proposed changes to access to trust information on the Register of Overseas Entities.
We also reported in more depth on the changes, noting that one potentially unintended consequence of the draft regulations was to limit the range of individuals who could apply to protect their details from disclosure in certain circumstances. For more information, read our in-depth piece on proposed changes to access to trust information on the Register of Overseas Entities.
On 22 May 2026, we reported that the Government had withdrawn the draft regulations.
The Government has now re-introduced the draft regulations, which have been amended to remove the unintended consequence and preserve the range of individuals who can apply to protect their details from disclosure.
The draft regulations will come into force on the day after they are made. We will report on this when it happens.
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