• A shareholder suffered unfair prejudice when a company failed to pursue an exit and the director controlling the sale process withheld information from the company’s board
• The FCA publishes final rules for platforms within the new PISCES sandbox
• The London Stock Exchange announces the new Private Securities Market, which will operate within the PISCES sandbox
• The GC100 and the Investor Group publish an updated version of their directors’ remuneration reporting guidance

Court confirms shareholder suffered unfair prejudice when company did not pursue exit

The Court of Appeal has upheld a decision of the High Court that a shareholder in a company suffered unfair prejudice when the company failed to comply with its contractual obligations to work towards an exit by 31 December 2019 and to consider any opportunities for an exit that arose in the meantime.

Significantly, however, the Court of Appeal overturned the High Court’s decision that the director of the company in control of the exit process had complied with his duties because he believed he was acting in the company’s best interests, as his conduct fell below a minimum objective standard of honesty.

The judgment raises important practical points for founders and institutional private capital investors.

We reported on the High Court’s decision back in February 2024. For more detail on the background of the case, you can read our previous in-depth piece.

In short, Saxon Woods Investments Ltd v Costa [2025] EWCA Civ 708 concerned a company owned by several investors. These included Mr Loy (who had founded the business), Mr Costa and Mr Uberoi. Mr Costa and Mr Uberoi were also directors.

The company and its shareholders had entered into a shareholders’ agreement (SHA), which contained a clause requiring the company and its shareholders to work together in good faith towards an Exit no later than 31 December 2019 and, in the meantime, to give good faith consideration to any opportunities for an Exit during the course of the Investment Period.

Mr Costa and Mr Uberoi instructed a financial adviser to run a process to realise value in the company. Importantly, the instruction was not limited to pursuing an Exit by the end of 2019 and did not specify a deadline for any proposed transaction. In practice, Mr Costa controlled the sale process, liaising with the financial adviser and feeding only selected information back to the board.

The company did not achieve an Exit by 31 December 2019. My Loy brought proceedings, claiming that, by conducting the sale process in the way he had and by refusing to engage with a potential buyer introduced by My Loy, Mr Costa had:

• breached his duty under section 172 of the Companies Act 2006 to promote the company’s success; and
• caused the company to breach its obligations in the shareholders’ agreement.

My Loy claimed that this, in turn, caused him to suffer unfair prejudice.

The court agreed. It found that the conduct of the sale process, and the refusal to contemplate the potential buyer’s offer, amount to breaches of the shareholders’ agreement.

It also found that, by failing to provide full information to the board, Mr Costa had misled his fellow directors and, as a consequence, breached his duty under section 172. Significantly, it said that this was the case, even if Mr Costa had genuinely believed that his actions would have realised better value for the company in the long run. Indeed, the court noted that, other than in wholly exceptional circumstances, failing to share information with fellow directors will always amount to a breach of duty.

You can read more about the Court of Appeal’s decision that a shareholder suffered unfair prejudice when a company failed to pursue an exit, and that a director breached his duty by misleading his fellow directors, in our separate in-depth piece.

FCA publishes final rules for new PISCES trading platforms

The Financial Conduct Authority (FCA) has published a policy statement (PS25/6), as well as the new rules it is laying down for exchanges within the PISCES sandbox.

The rules will create a new section of the FCA Handbook titled the “PISCES Sourcebook” (although that section will not be incorporated into the digital version of the FCA Handbook on its website).

PISCES (short for Private Intermittent Securities and Capital Exchange System) is a new framework to allow sophisticated 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 can establish their own platform. Securities on a platform within the PISCES framework trade intermittently during so-called “trading windows” set by the platform operator.

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

The regulations creating the PISCES sandbox were published in May 2025, and the sandbox officially opened on 6 June 2025 (although there are currently no active platforms within it). You can read more about the PISCES sandbox in our previous Corporate Law Update.

The FCA previously consulted on rules for PISCES platforms in December 2024. You can read more about the FCA’s consultation on rules for PISCES platforms in our previous Corporate Law Update.

The FCA also published an interim update in April 2025, in which it announced that it would be making certain refinements to the proposals set out in its consultation. These included scoping back certain “core disclosures” which companies admitting shares to a PISCES platform will need to make. You can read more about the FCA’s interim update on rules for PISCES platforms in our previous Corporate Law Update.

Broadly, the FCA has decided to proceed with its proposed rules as set out in its consultation and modified by its interim update (with some limited adjustments to the set of core disclosures a company on a PISCES platform would need to make).

The new rules (and, therefore, the PISCES Sourcebook) came into effect on 10 June 2025.

In addition, as previously promised by the Government, regulations have been published which exempt transfers of shares on a PISCES platform from stamp duty.

Separately, the London Stock Exchange (LSE) has announced that it will be applying to the FCA to operate in the PISCES sandbox (see next item below).

Read the FCA’s press release on the new rules for PISCES platforms

Access FCA policy statement PS25/6 on rules for PISCES platforms (opens PDF)

Access FCA Instrument 2025/20 containing rules for the new PISCES Sourcebook (opens PDF)

Access the regulations that exempt transfers of shares in PISCES from stamp duty (the Private Intermittent Securities and Capital Exchange System (Exemption from Stamp Duties) Regulations 2025)

London Stock Exchange announces new Private Securities Market

The London Stock Exchange has announced that it will be applying to the FCA to operate in the PISCES sandbox, launching a new market to be known as the Private Securities Market.

The Exchange envisages its new market serving as a multipurpose venue for private companies at “different stages of their growth journey”.

To this end, it sees the market as catering for various types of investor and company, including venture capitalists, angel investors and syndicates, institutional investors and asset managers, founders, high-net worth individuals, family-owned businesses and crowdfunded companies. It is also intended to provide a mechanism for existing employee shareholders to sell their shares.

Companies will be able to decide when to open auction windows and who will be able to participate, allowing them to tailor their shareholder base. They will be able to decide who has access to company disclosures, who can trade, and the range within which price-formation can occur.

The Exchange also suggests that the new market could serve to build an investor track record for companies on the pathway to an IPO, giving companies experience and market exposure.

The Exchange is planning to launch the market later in 2025.

Read the London Stock Exchange’s webpage on its new Private Securities Market

Read the London Stock Exchange’s blog on use cases for its new Private Securities Market

GC100 publishes updated directors’ remuneration reporting guidance

The GC100 and Investor Group have published a revised version of their directors’ remuneration reporting guidance. The guidance is designed to assist directors of listed companies with reporting on their remuneration arrangements in line with legislative requirements.

The updated version includes new guidance on engagement with shareholders, ESG measures in variable pay, general workforce pay and potential windfall gains.

The new guidance also:

• clarifies the overlapping requirements in the UK Corporate Governance Code on significant votes against resolutions, on employee consultations and on workforce pay and conditions; and
• reflects the changes to remuneration reporting brought in by the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025, which took effect from 11 May 2025.

For more details on the changes to directors’ remuneration reporting from May 2025, see our previous Corporate Law Update.

Access the GC100 and Investor Group directors’ remuneration reporting guidance 2025 (opens PDF)