Legal development

UK Quoted Company Newsletter Q3 2024

09 October 2024

Introduction

Welcome to the most recent edition of our UK quoted company newsletter, the aim of which is to collate and highlight relevant legal, regulatory and topical developments that we have written about primarily in the third quarter of 2024.

Rules and Regulation

1. Audit and governance reform

The government announced that an Audit and Corporate Governance Reform Bill will be brought forward to deliver 'robust and rigorous scrutiny of large companies by auditors and greater transparency around their finances'. A central plank of the Bill involves the Financial Reporting Council being replaced by the Audit, Reporting and Governance Authority which will be given powers to uphold standards and undertake independent scrutiny of company accounts.

For more information please see article 1 of AGC 54 (19/7/24).

2. FCA final rules for new UK listing regime

The FCA published its final rules for the new UK listing regime and Policy Statement 24/6 crystallising the most significant changes to the Listing Rules for 30 years. The new UK Listing Rules and accompanying transitional provisions took effect from 29 July 2024.

For more information please see article 2 of AGC 54 (19/7/24).

3. FCA Primary Market Bulletin No 50

The FCA published Primary Market Bulletin 50 which, amongst other things, highlighted the impact of the UK Listing Regime reforms on the sponsor regime.

For more information please see article 4 of AGC 54 (19/7/24).

4. LSE market notice

The London Stock Exchange published Market Notice N06/24 along with a marked-up version of the Admission and Disclosure Standards to reflect the reform of the UK Listing Regime.

For more information please see article 3 of AGC 54 (19/7/24).

5. FTSE UK Index Series

FTSE Russell published an article explaining the implications of the UK Listing Regime reform for the FTSE UK Index Series.

For more information please see article 5 of AGC 54 (19/7/24).

6. Reform of the offering regime

The FCA published two consultation papers, the first consulting on its proposals for the new Public Offers and Admission to Trading Regulations (POATR) regime (CP24/12) and the second addressing the new regime for public offer platforms (CP24/13).

For more information please see article 1 of AGC 55 (22/8/24).

7. ESMA statement on good practice in relation to pre-close calls

The European Securities and Markets Authority (ESMA) published a statement reminding issuers about the legislative framework applicable to pre-close calls.

For more information please see article 7 of AGC 54 (19/7/24).

8. Government updates dormant assets scheme

The government updated its Dormant Assets Scheme webpage and published a 'Dormant Assets Scheme: Participant pack' for use by companies with publicly traded securities wishing to participate in the UK dormant assets scheme in relation to shareholders with whom the company has lost contact.

For more information please see article 12 of AGC 55 (22/8/24).

9. FCA reforms rules on paying for investment research

The FCA published Policy Statement 24/9: Payment optionality for investment research (PS 24/9), which affords asset managers greater freedom in how they pay for investment research. For more detail on PS 24/9, click here.

For more information please see article 3 of AGC 55 (22/8/24).

Corporate Reporting

10. Discussion paper on the future UK digital reporting

As part of a cross-regulatory group comprising the FCA, Companies House, HMRC and the Charity Commission, the FRC published a discussion paper on opportunities for the future UK digital reporting.

For more information please see article 7 of AGC 55 (22/8/24).

11. Amendments to FRS 101 Reduced Disclosure Framework

The Financial Reporting Council published minor amendments to FRS 101 Reduced Disclosure Framework following the 2023/24 annual review cycle. The associated Feedback Statement and Impact Assessment can be found by clicking here.

For more information please see article 13 of AGC 55 (22/8/24).

12. FRC consultation on updated going concern guidance

The Financial Reporting Council published a consultation on revisions to its 2016 Guidance: Going Concern Basis of Accounting and Related Reporting (including Solvency and Liquidity Risks).

For more information please see article 5 of AGC 55 (22/8/24).

13. Wates Principles: FRC publishes second report on quality of reporting

The Financial Reporting Council published a second report on the quality of corporate governance reporting by private companies (including such subsidiaries of quoted companies) which apply the Wates Corporate Governance Principles for Large Private Companies.

For more information please see article 6 of AGC 55 (22/8/24).

14. Consultation on changes to Walker Guidelines

The British Private Equity and Venture Capital Association and the Private Equity Reporting Group published a consultation to review and update the Walker Guidelines on Disclosure and Transparency in Private Equity.

For more information please see article 4 of AGC 55 (22/8/24).

Corporate Governance

15. UK Stewardship Code review

The Financial Reporting Council launched a fundamental review of the UK Stewardship Code 2020 to ensure that it 'supports growth and the UK’s competitiveness' and is being used to drive 'better stewardship outcomes from engagement with issuers across all asset classes'.

For more information please see article 8 of AGC 55 (22/8/24).

16. GC100 poll on minute-taking and the use of AI

GC100, the association of general counsel and company secretaries working in FTSE 100 companies, conducted a poll about the use of AI and legal technology to support the minute-taking process among listed and larger private companies.

For more information please see article 10 of AGC 55 (22/8/24).

Corporate Transparency

17. ECCTA: Companies House business plan 2024 to 2025

Companies House published its 2024/2025 business plan which includes an outline of what it plans to deliver in relation to the Economic Crime and Corporate Transparency Act 2023 over the coming months. For our overview of the legislation, see New economic crime and corporate transparency law: Key implications for UK businesses (10/11/23) and AGC Update, Issue 47 (see Item 1).

For more information please see article 9 of AGC 55 (22/8/24).

18. Consultation on code of conduct for directors

The Institute of Directors launched a consultation on a proposed code of conduct for directors intended to help directors make better business decisions.

For more information please see article 6 of AGC 54 (19/7/24).

19. FRC Annual Audit Enforcement Review 2024

The FRC published its sixth Annual Audit Enforcement Review, setting out its enforcement activity during the year ended 31 March 2024.

For more information please see article 11 of AGC 55 (22/8/24).

ESG

20. European Commission FAQs to help companies with CSRD compliance

The European Commission published an FAQs document to support companies reporting under the Corporate Sustainability Reporting Directive 2022 ((EU) 2022/2464).

For more information please see article 14 of AGC 55 (22/8/24).

21. Corporate Sustainability Due Diligence Directive

The Corporate Sustainability Due Diligence Directive (2024/1760) was published in the Official Journal of the EU and came into force on 25 July 2024.

For more information please see article 9 of AGC 54 (19/7/24).

Corporate Cases

22. Register of members: disputed entries

The Court of Appeal held that disputed entries in a company’s register of members can be relied on when determining the validity of a written resolution appointing voluntary liquidators.

For more information please click here and read article 1.

23. Schemes of arrangement: sufficiency of disclosure of directors’ interests

The High Court approved a scheme of arrangement for the acquisition of the entire ordinary share capital of a company in a takeover, despite inadequacies in the disclosure of directors’ interests and finding that the interests raised no class issues.

For more information please click here and read article 2.

24. Schemes of arrangement: jurisdiction to extend long-stop date

The High Court held that it has jurisdiction to approve extending the long-stop date of a scheme of arrangement under Part 26 of the Companies Act 2006.

For more information please click here and read article 3.

Other Ashurst Q3 20024 publications

Other relevant Ashurst publications published in the third quarter of 2023 are accessible below.

Corporate

25. Ashurst and Practical Law Corporate Update Q3 2024 (2/10/24)

This briefing features a selection of articles first published in Q3 2024 in the company law section of PLC Magazine, the leading monthly magazine for business lawyers advising companies in the UK.

Competition

26. Digital markets, competition and consumer law (1/8/24)

This podcast addresses the three main pillars of the newly enacted Digital Markets, Competition and Consumers Act which promises significant regulatory changes.

Corporate Crime

27. Responding to cyber threats and investigations (16/9/24)

Cyber threats come in ever-shifting shapes and forms, so how can companies keep pace? This podcast considers the legal and regulatory risks and addresses how companies can prepare for, investigate, and respond to a cyber incident.

28. Shedding light on workplace investigations (26/9/24)

This podcast addresses workplace investigations including how allegations of misconduct can arise (from whistleblowing to regulatory action and more), why these are on the increase, and the challenges of managing different processes simultaneously.

Commercial

29. Recently updated Quickguides (28/8/24)

Ashurst's Quickguides are a regularly updated library of legal summaries on a range of key issues relevant to our clients. The following Quickguides were recently updated:

Dispute Resolution

30. Renewables projects and dispute resolution (29/7/24)

This briefing sets out five key reasons why international arbitration should be considered the dispute resolution mechanism of choice for renewables projects.

Employment

31. Implications for employers of firing and rehiring (17/9/24)

This briefing examines a recent Supreme Court decision which confirms that where an employer wants to remove certain benefits from employees by terminating their employment contracts on notice and re-engaging them on amended terms, they may find themselves fettered by an implied term that the employees cannot be denied those entitlements.

ESG Regulatory

32. Greenwatch

This briefing series examines the evolving risk of greenwashing and how to manage it.