Corporate Law Update: 22 - 28 November 2025
28 November 2025Autumn Budget key points for corporate transactions – from listings to venture capital
The Chancellor has announced the Government’s 2025 Autumn Budget. The Budget covers a range of matters, from personal taxation to new duties on electric vehicles. The key points relevant to corporate transactions are as follows.
New listings exempt from stamp duty. Transfers of securities that are listed on a UK regulated market on or after 27 November 2025 will not be subject to stamp duty reserve tax (SDRT) for a period of three years beginning with the listing. The exemption applies not only to shares, but also to other types of security, such as depositary interests.
The changes apply to listings on the London Stock Exchange’s Main Market. The exemption does not apply to transfers of shares admitted to AIM or the AQSE Growth Market, which are already completely exempt from SDRT.
The Government hopes that the new exemption will help to secure higher initial valuations and liquidity by encouraging trading, and to incentivise UK and foreign companies to list in the UK.PISCES. As previously announced, the Government will legislate to allow existing Enterprise Management Incentives (EMI) and Company Share Option Plan (CSOP) contracts to be amended to include a PISCES trading event as an exercisable event. This will apply to contracts agreed before 6 April 2028, with retrospective effect from 15 May 2025. The measure is designed to support scaling companies to achieve liquidity.
EMI schemes. From April 2026, the eligibility limits for EMI schemes will increase. The employee limit will become 500, the gross assets test will rise to £120m, and the company share option limit will increase to £6m. The maximum holding period will extend to 15 years.
Employee ownership trusts. Capital gains tax relief on qualifying disposals to Employee Ownership Trusts reduces from 100% to 50% of the gain with effect from 26 November 2025.
Venture capital. From April 2026, the limit for Venture Capital Trust (VCT) and Enterprise Investment Scheme (EIS) investments will increase to £10m, the lifetime limit will increase to £24m, and the gross assets test will increase to £30m before share issue. The objective is to allow scale-ups to offer tax-advantaged shares to attract talent and grow.
Share exchange and reorganisations. The Government intends to update provisions designed to prevent current reliefs for share exchanges and reorganisations from being used to avoid tax. The changes are technical and will clarify when anti-avoidance measures apply.
Director disqualification. The Government intends to amend the Company Directors Disqualification Act 1986 to extend the circumstances in which an individual can be disqualified from acting as a company director (and, by extension, as a member of a limited liability partnership). The Budget provides no further detail, although it does mention the potential use of existing powers to target directors who “abuse workers’ rights”.
The Budget also announces numerous measures in relation to personal taxation and allowances.
Read our colleague David Gauke’s commentary on the Autumn Budget 2025
Read our separate article on the Autumn Budget 2025: measures to close the tax gap
Read our business tax perspective on the Autumn Budget 2025
Read our employment tax perspective on the Autumn Budget 2025
Read our private client perspective on the Autumn Budget 2025
Read the Government’s policy paper on the new UK listing relief from stamp duty
London Stock Exchange sets out changes to its AIM market following consultation
The London Stock Exchange (the LSE) has published feedback statement following its discussion paper in April 2025 on the future of its AIM market.
In that paper, the LSE invited views on a range of matters with a view to ensuring that AIM – the UK’s principal junior equities trading venue – remains a market of choice that is flexible and specifically tailored to the needs of growth companies and a critical component of the UK’s “funding continuum”.
You can read more about the LSE’s discussion paper on the future of AIM in our previous Corporate Law Update.
The feedback statement notes that “the overriding theme from the market responses was the strength of feeling and support for AIM”, focussing on adaptability provided by its non-prescriptive regulatory structure and its ability to act as a “testbed for regulatory and capital markets product development”.
However, the LSE notes the need to “evolve and strengthen” AIM and to “maintain a distinct public growth market ideally positioned between the [LSE’s new] Private Securities Market and [its] Main Market”.
As a result, the LSE is intending to make the following changes to AIM. Pending a redraft of the AIM rules to reflect these changes, the LSE will consider derogation requests to reflect these changes and, where necessary, make changes to current guidance.
Dual class share structures that meet current Main Market requirements (i.e. that satisfy the requirements of the UK Listing Rules) will be acceptable for prospective AIM companies.
Nominated advisers will not be required to provide a fair and reasonable view on directors’ remuneration provided they are satisfied that there are reasonable protections in place.
Where a reverse takeover does not involve a fundamental change of business, the LSE will consider granting a derogation to treat the takeover as a “substantial transaction” under AIM Rule 12 (rather than a reverse takeover under AIM Rule 14), although it might still require a shareholder vote.
The LSE will consider granting derogations for “alternative disclosure” where both parties to a reverse takeover are publicly traded companies, rather than full disclosure under Schedule 2 to the AIM Rules for Companies.
The LSE may decide not to impose a suspension on trading upon a notification of a reverse takeover if appropriate alternative disclosure can be made.
The LSE will consider dispensing with the requirement for an admission document when admitting a new class of securities to trading.
Finally, the LSE will consider derogation requests to use UK GAAP and to incorporate historical financial information into admission documents by reference to other sources.
The LSE states that it will ensure its approach to derogations and changes in guidance delivers immediate impact for AIM companies and investors.
It intends to consult in the first half of 2026 on changes to the AIM Rules and on a new technical note for nominated advisers and, in due course, to advance proposals to digitise and re-evaluate AIM Admission Documents.
Investor unable to claim under commercial agreement due to rule against reflective loss
The High Court has held that an individual who invested indirectly in a property development project through intermediate companies was unable to claim directly under the project management agreement due to the rule against reflective loss.
Dekel v RE Capital Administrators Ltd and others [2025] EWHC 2976 (Ch) concerned a corporate structure established to invest in and redevelop a property in central London.
The property was acquired by a UK company (UKCo), which was in turn wholly owned by a company incorporated in the British Virgin Islands (BVICo).
The claimant – Mr Dekel – along with several other individuals, invested money in the project by subscribing for shares in BVICo. BVICo used those subscription proceeds to provide funding to the project vehicle, partly through a further share subscription and partly by a loan through a third entity.
BVICo appointed a project manager in connection with the development. The project management agreement explicitly allowed certain third parties to enforce its terms, including any person who had “provided finance” in connection with the property and/or the project.
The project was unsuccessful. Mr Dekel attempted to claim against the project manager for breach of the project management agreement.
The court dismissed the claim, finding that Mr Dekel was not a provider of finance within the meaning of the contract.
However, significantly, the court also found that, if Mr Dekel suffered loss, it was incurred in his capacity as a shareholder of BVICo, and not as some kind of creditor or financier of the project.
As such, any loss suffered by Mr Dekel would be entirely reflective of loss suffered by BVICo, and so Mr Dekel would be unable to recover it. The right of action against the project manager lay instead with BVICo, not Mr Dekel.
The decision is an important reminder that, by taking shares in a company, an investor accepts that the value of their shares, and any return on them, will follow the fortunes of the company. An investor cannot bypass what is properly a claim by the company merely to recoup a reduction in their return.
Other items this week
ISS publishes 2026 proxy voting guidelines. Institutional Shareholder Services (ISS) has published its proxy voting guidelines for 2026. The updated guidelines reflect changes to the UK Listing Rules, UK Corporate Governance Code, QCA Corporate Governance Code and Investment Association’s Principles of Remuneration. There is also new clarification of what amounts to attending a meeting “in person”, as well as a new expectation that companies provide a justification when classifying departing directors as good leavers.
Read ISS’s announcement of its 2026 proxy voting guidelines
Access ISS’s summary of benchmark policy updates for 2026 (opens PDF)
Access ISS’s 2026 proxy voting guidelines for Europe, the Middle East and Africa (opens PDF)Government makes further moves towards T+1 settlement. HM Treasury has published a policy note on introducing mandatory T+1 settlement for securities trading in the UK. It has also published draft Regulations to amend the UK Central Securities Depositories Regulation to require settlement no later than one business day after trading (subject to some exemptions). The new mandatory requirements would be introduced on 11 October 2027, as previously announced.
Read HM Treasury’s policy note on introducing mandatory T+1 settlement in the UK
Access the draft Central Securities Depositories (Amendment) (Intended Settlement Date) Regulations 2026 (opens PDF)
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