Corporate Law Update: 13 - 19 December 2025
18 December 2025This week:
- PERG publishes its 18th annual report on compliance with the Walker Guidelines
- The court allows access to a listed company’s register of members for the purpose of making a mini-tender offer to shareholders
- The QCA reports on adoption and application of its Corporate Governance Code during 2024/2025
- Other items this week
We will resume the Corporate Law Update in January 2026. We wish all our readers a relaxing festive season.
PERG publishes 18th annual report on Walker Guidelines compliance
The Private Equity Reporting Group (PERG) has published its 18th annual report on compliance with the Guidelines for Disclosure and Transparency in Private Equity (the Walker Guidelines).
The Guidelines are designed to assist private equity firms and their portfolio companies with improving transparency in financial and narrative reporting. They require portfolio companies to make certain disclosures in their annual report, publish their report and a mid-year update in a timely manner, and share certain data to gauge the contribution of UK private equity to the economy.
They also require private equity firms to make certain website disclosures.
The report assesses compliance with the Walker Guidelines during 2025. This year’s report covered 98 portfolio companies and 65 firms that backed them.
This year, from a sample of 27 portfolio companies, 100% complied with the PERG annual report disclosure requirements, maintaining the same level of compliance as in 2024.
PERG states that 56% prepared disclosures to a “good” standard (up from 43% in 2025 but still down from 60% in 2023). No portfolio companies prepared disclosures that PERG deemed “excellent”.
In terms of content, PERG feels that disclosures on gender diversity remained “basic”, with a continued “deterioration” in compliance with financial key performance indicators. However, it also notes continued progress in reporting quality, with several instances of exemplary standards on environmental matters, board composition and strategic clarity.
Alongside its report, PERG has also published its latest good practice guide for portfolio company reporting and the latest report on portfolio company performance compiled by EY.
Read PERG’s 2025 good practice guide for portfolio company reporting (opens PDF)
Read EY’s 2025 report on the performance of portfolio companies (opens PDF)
Court allows access to shareholder register for purpose of making “mini-tender” offer
The High Court has denied an application to refuse access to a company’s register of members for the purpose of making a potential “mini-tender” offer.
In doing so, the judge considered the extent to which the court was entitled to examine and take into account the economic merits of the proposed offer.
What happened?
Aviva plc v Litani LLC [2025] EWHC 3134 (Ch) concerned an application to access a listed UK company’s register of members for the purpose of making a “mini-tender” offer to some of the company’s shareholders.
Seeking access to a company’s register of members is a common preliminary step towards making an offer to acquire a listed company’s shares.
Although offers for listed company shares often envisage a full takeover, it is possible to make a tender offer to a specific group of shareholders. Where the target audience is particularly small, the offer may be referred to informally as a “mini-tender” offer.
In this case, an arbitrage fund applied to the listed company to access a copy of its register of members for the purpose of making a mini-tender offer to some of the company’s shareholders.
The listed company applied to court for an order denying the request on the basis that the applicant was not seeking access for a “proper purpose”.
The listed company gave numerous reasons for opposing the access request. These included that:
- the terms of the mini-tender were unattractive, with shareholders able to obtain a better price for less commission by selling through the listed company’s own sales platform or its registrar;
- most shareholders would not accept the offer and would find it an “unwelcome inconvenience”;
- there was a lack of transparency about the applicant/bidder and so shareholders could not be confident of receiving a “safe and convenient service”;
- mini-tenders have been criticised in several jurisdictions, including by the US Securities and Exchange Commission (SEC); and
- the applicant would gain access to details of many shareholders who would never receive the mini-tender offer, raising risks inherent in disclosure with no corresponding benefit.
What did the court say?
The court dismissed the listed company’s application and allowed access to the register, noting the following points.
- It is for shareholders to assess the value of an offer – including a mini-tender – compare it with alternatives and decide whether to accept it. The court will not impose its own judgment on the commercial terms of an offer.
- The fact that many shareholders might not accept the offer did not mean that the offer was of no benefit, nor that the request was improper.
- There was no good reason to suspect that the applicant would not honour its commitments, particularly as it had stated that it would lodge the purchase price with an escrow agent.
- Lack of transparency regarding the applicant was irrelevant. The question was whether the request for access was for a proper purpose, not whether the applicant was a proper person.
- Mini-tenders are not unlawful or subject to specific regulatory control in the UK. Criticism of mini-tenders generally is not enough to justify refusing access to a company’s register of members.
- Although the applicant would gain access to information on all members of the listed company, there was nothing to suggest that this information would be misused or disclosed onwards.
QCA publishes report on adoption of its Corporate Governance Code
The Quoted Companies Alliance (QCA) has published a report on the adoption and application of the QCA Corporate Governance Code.
The QCA Code is designed to act as a framework for good corporate governance for small and mid-sized UK quoted companies. It serves as the corporate governance framework of choice for most AIM companies but is also suitable for smaller listed companies and AQSE Growth Companies.
The QCA has also suggested that its Code may provide a proportionate framework for companies that join a market within the new PISCES sandbox.
The QCA Code was last updated in 2023, superseding the previous 2018 version.
The report covers all companies on AIM or the AQSE Growth Market, or listed in the Equity Shares (Transition) (EST) listing category, during the period of 12 months ending September 2025.
The key points from the report are set out below.
- 91.9% of all AIM companies (and 97% of UK AIM companies) adopted the QCA Code. (3.7% adopted the FRC’s UK Corporate Governance Code, with the remainder adopting other, usually jurisdiction- or sector-specific codes.)
- Of those companies, 26% had adopted the 2023 version, meaning the substantial majority were still following the older 2018 version. However, most of those companies stated that they will be adopting the 2023 version for their next financial year.
- 20% of AIM companies that adopted either version of the QCA Code, and 23% of those that adopted the 2023 version, stated that they did not apply it in full.
- The proportion of AIM companies taking advantage of the QCA Code’s flexibility has increased from less than 1 in 10 in 2023 to around 1 in 5 in 2025. The QCA notes that this reflects the Code’s “apply and explain” nature.
- Generally, the likelihood of adopting the QCA Code decreased as the size of the company increased. 94% of companies with a market capitalisation below £500m adopted the Code, compared with only 11% of companies with a market cap above £1bn. The QCA notes that larger companies are more likely to report full compliance with the Code and smaller companies more likely to take advantage of its flexibility.
- 73% of AQSE companies adopted the Code (with 12% adopting the UK Corporate Governance Code). More than one-third stated that they did not apply it in full. 53% of EST companies adopted the Code (with 36.5% adopting the UK Corporate Governance Code).
Other items this week
Pensions UK publishes 2026 voting guidelines. Industry association Pensions UK has published its stewardship and voting guidelines for 2026. The guidelines are designed to support pension schemes by providing a clear framework for voting and engagement.
Access Pensions UK’s 2026 stewardship and voting guidelines (opens PDF)
Takeover Panel makes minor amendments to the Takeover Code. The Takeover Panel has published Panel Instrument 2025/2, which makes minor changes to the Takeover Code. These include requiring offer parties to include their legal entity identifier (LEI) in any Rule 2.9 announcement, and to accommodate changes to certain sections of the FCA Handbook. The changes take effect on 4 February 2026.
Access Takeover Panel Statement 2025/20 on minor changes to the Takeover Code (opens PDF)
FRC consults on 2026/2027 plan and budget. The Financial Reporting Council (FRC) is consulting on its draft plan and budget for 2026/2027. The draft plan sets out how the FRC intends to deliver on its strategic priorities during the second year of its three-year strategy, through its core activities of standard-setting, supervision and enforcement. It has requested comments by 6 February 2026.
Read the FRC’s announcement of the consultation on its 2026/2027 plan and budget
Read the FRC’s draft plan and budget for 2026/2027 (opens PDF)
ISSB publishes amendments to greenhouse gas reporting. The International Sustainability Standards Board (ISSB) has made changes to greenhouse gas (GHG) emissions disclosures required by IFRS S2. The changes, which are intended to respond to specific application challenges identified during the implementation of IFRS S2, apply to reporting periods beginning on or after 1 January 2027.
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