• The Home Office publishes updated guidance on producing a modern slavery statement
• The Supreme Court analysis the rule that a fiduciary must account to their principal for any secret profit they make
• HMRC is consulting on exempting transfers of shares through PISCES from stamp duty
• The BVCA publishes its annual review for 2024/2025

Government publishes new guidance on modern slavery reporting

The Home Office has published new guidance on modern slavery and transparency in supply chains, including on the duty to publish an annual modern slavery statement.

Under section 54 of the Modern Slavery Act 2015, organisations that carry on business in the UK, supply goods or services and have an annual turnover of £36m or more must publish a slavery and human trafficking statement, more commonly known as a “modern slavery statement”.

That statement must set out the steps the organisation took in the preceding year to eliminate slavery and human trafficking in its organisation and supply chains. If the organisation took no steps, it must state this. Other than this, there is no prescribed content for a modern slavery statement. However, section 54(5) sets out certain information that a modern slavery statement could include.

Section 54(9) gives the Government power to issue statutory guidance on modern slavery statements. The Home Office first issued guidance in 2015, then updated it in 2017. The most recent guidance replaces the 2017 version.

The new guidance provides illustrations of the type of content a modern slavery statement might contain under each category in section 54(5).

• Organisational structure, business and supply chains. Details of the organisation’s products and services, its direct and indirect suppliers, modern slavery risk management governance, and information-gathering.
• Organisational policies. Details of the organisation’s internal operating policies, links to international standards, how policies are communicated and enforced, and assessment of the organisation’s suppliers’ own policies.
• Assessing and managing risk. How the organisation identifies and assesses risks (including the frequency of assessment, the individuals responsible and the tools used to carry out assessment), and the highest priority risks to workers.
• Due diligence. How the organisation prevents and mitigates modern slavery, how it engages with suppliers and workers, its approach to human rights due diligence, details of grievance mechanisms and remediation processes, and details of incidents of modern slavery.
• Training. Details of internal and external training on modern slavery, including an outline of materials and how training is delivered and developed.
• Monitoring and evaluation. The organisation’s goals and KPIs for tackling modern slavery and its process for evaluating success (including how it uses data to track its goals).

In addition, the concepts of stakeholder engagement and continuous improvement underlie each of the six areas.

The guidance divides recommendations into “Level 1” disclosures – suitable for organisations publishing a statement for the first time – and “Level 2” disclosures – for organisations that have become more familiar with reporting requirements.

As in previous iterations, the guidance also contains an explanation of which organisations are subject to reporting under section 54, with specific commentary on groups of companies, franchise models, charities and investment trusts, and overseas organisations.

Access the updated Home Office guidance on producing a modern slavery statement (opens PDF)

Supreme Court affirms test for account of profits on breach of fiduciary duty

The Supreme Court has confirmed the rule of English law that, where a person makes a profit out of their position as a fiduciary (say, by exploiting an opportunity which they discover through their position), they must account to their principal for that profit unless they had their principal’s fully informed consent to keep the profit (the Profit Rule).

Fiduciary relationships under English law derive from the doctrine of equity, and fiduciary duties have generally been explained by the courts. In some cases, fiduciary duties have now been codified. For example, the fiduciary duties that a director owes to a UK company are now set out in the Companies Act 2006. However, the remedies for breach of fiduciary duty remain the same.

Under the Profit Rule, where a fiduciary makes a secret profit from their position, they must divulge the entirety of that profit to their principal.

In Rukhadze and ors v Recovery Partners GP Ltd and anor [2025] UKSC 10, fiduciaries argued that the Profit Rule went too far, and that they should have been entitled to keep any profit they would have made even if they hadn’t breached their fiduciary duties, because this is not profit which the fiduciary’s principal had lost out on.

The Supreme Court disagreed, confirming that the purpose of the Profit Rule was not merely to compensate a fiduciary’s principal for any loss, but also to deter a fiduciary from making a secret profit and abusing their position.

You can read more about the Supreme Court’s decision on the Profit Rule for fiduciaries in our colleagues’ separate in-depth piece.

Government consults on exempting PISCES shares from stamp duty

HM Revenue & Customs (HMRC) is consulting on regulations which, if made, would exempt shares traded on a PISCES exchange from payment of stamp duty.

PISCES (short for Private Intermittent Securities and Capital Exchange System) is a new framework to allow investors to buy and trade securities in public and private companies in a controlled environment away from the primary capital markets, subject to a more proportionate disclosure and market manipulation regime.

Rather than a trading venue, PISCES is a regulatory perimeter within which operators will be able to establish their own platform. Securities on a platform within the PISCES framework would trade intermittently during so-called “trading windows” set by the platform operator.

PISCES will initially operate in a financial services “sandbox” so that it can be properly assessed in controlled conditions.

Under HMRC’s proposals, all transfers of securities on a PISCES exchange would be exempt from payment of stamp duty, including stamp duty reserve tax (SDRT). This would mirror the position for transfers of shares in AIM companies. By contrast, transfers of shares in companies listed on the Main Market are subject to SDRT at a rate of 0.5% of the transaction price.

The consultation is open until 23 April 2025.

Access the landing page for HMRC’s consultation on exempting PISCES shares from stamp duty

Access the draft regulations that would exempt PISCES shares from stamp duty (opens PDF)

BVCA publishes annual review for 2024/2025

The British Private Equity and Venture Capital Association (BVCA) has published its annual review for 2024/2025.

The review highlights the activity of the BVCA during its past membership year, as well as areas of work it has set itself for the coming year. These include improving access to private capital for UK investors (particularly pension funds), working to simplify sustainability regulation, improving regulatory competitiveness for private capital, and strengthening the relationship between the UK’s public and private markets.

Access the BVCA’s annual review for 2024/2025 (opens PDF)