UK Quoted Company Newsletter Q1 2026
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 first quarter of 2026.
AGMs
1. QCA published research on virtual AGMs
The Quoted Companies Alliance published a research paper on the legality of and attitudes to the use of virtual AGMs in AIM companies, which includes data on small and mid-cap market trends in the 2025 AGM season.
For more information please see article 6 of AGC 80 (25/3/26).
2. ISS published 2025 proxy season review
Institutional Shareholder Services published its 2025 Proxy Season Review which highlighted that executive pay remained a central focus of investor scrutiny and corporate governance debate. Key themes included: increased dissent on remuneration reports; continued adoption of hybrid long-term incentive plans; and strong shareholder support for remuneration policies.
For more information please see article 3 of AGC 77 (15/1/26).
3. Stewardship Code 2026 came into effect
The 2026 Stewardship Code came into effect on 1 January 2026, with this year designated as a 'transition year' for its implementation. For our overview of the 2026 Stewardship Code, see AGC Update, Issue 67 – Item 1. The Financial Reporting Council also confirmed that the previous version of the Code had 291 signatories representing £57.3 trillion assets under management.
For more information please see article 12 of AGC 78 (11/2/26).
Corporate Governance
4. FRC guidance on 'comply or explain' and the UK Corporate Governance Code
The Financial Reporting Council published updated guidance on 'comply or explain' reporting, which is designed to help investors, proxy advisors and other users of corporate reporting better understand and appreciate the value of companies that choose to depart from provisions of the UK Corporate Governance Code.
For more information please see article 1 of AGC 80 (25/3/26).
5. FRC announced measures to support small business growth
The Financial Reporting Council announced a package of measures to make audits more proportionate and efficient for small and medium-sized enterprises, helping to support their growth and access to capital.
For more information please see article 8 of AGC 80 (25/3/26).
6. Audit Reform and Corporate Governance Bill
The government confirmed a delay to the publication of the draft Audit and Corporate Governance Bill which included proposals to replace the Financial Reporting Council with a successor body with new and enhanced powers. The Department for Business and Trade also confirmed that it would not be consulting on the proposed Bill, which was initially outlined in the 2024 King’s Speech (see AGC Update, Issue 54 – Item 1).
For more information please see article 9 of AGC 77 (15/1/26) and article 10 of AGC 78 (11/2/26).
7. FRC published 'mythbuster' on Provision 29 UK Corporate Governance Code 2024
The Financial Reporting Council published 'mythbuster' guidance to address questions on various aspects of reporting under Provision 29 of the UK Corporate Governance Code 2024, which applies to financial periods beginning on or after 1 January 2026.
For more information please see article 6 of AGC 78 (11/2/26).
8. Parker Review published 2026 annual report
The Parker Review Committee published its annual report on workplace ethnicity representation for 2026. The review sets out the position as at December 2025 across the FTSE 350 and in 50 of the UK's largest private companies.
For more information please see article 5 of AGC 80 (25/3/26).
9. UK Government progress to finalise UK SRS
The Department for Trade and Business wrote to the Financial Conduct Authority about progressing the UK Sustainability Reporting Standards (UK SRS), the final standards not being published before the FCA's consultation on amendments to the UK Listing Rules to adopt the UK SRS for use by listed companies.
For more information please see article 11 of AGC 77 (15/1/26).
10. FCA consulted on sustainability disclosures
The Financial Conduct Authority published a consultation on aligning listed issuers’ sustainability disclosures with the UK Sustainability Reporting Standards (UK SRS), the proposals include making climate disclosures using UK SRS S2 mandatory for accounting periods beginning on or after 1 January 2027.
For more information please see article 13 of AGC 78 (11/2/26).
11. ISSB amended climate-related disclosures in IFRS S2
The International Sustainability Standards Board made amendments to the greenhouse gas disclosure requirements in IFRS S2 which deal with climate-related disclosures.
For more information please see article 10 of AGC 77 (15/1/26).
Corporate Transparency
12. Government published updated statutory PSC guidance
The government published revised statutory guidance on the meaning of 'significant influence or control' over a company or limited liability partnership in the context of the persons with significant control regime.
For more information please see article 9 of AGC 80 (25/3/26).
13. Identity verification deferred for individuals filing at Companies House
Companies House confirmed in its revised ECCTA transition plan that the requirement for individuals filing documents at Companies House to have had their identity verified had been postponed from the planned implementation in Spring 2026 until November 2026 at the earliest.
For more information please see article 3 of AGC 78 (11/2/26).
14. Law Society published guidance for solicitors on identity verification
The Law Society published guidance for legal advisers filing documents on behalf of clients at Companies House that include a statement that an individual's identity has been verified. The guidance should assist legal advisers in not falling foul of the offence under the Companies Act 2006 under which a person who, without reasonable excuse, delivers a document or makes a statement to Companies House that is materially false or misleading commits an offence that is punishable by a fine.
For more information please see article 2 of AGC 79 (4/3/26).
15. Parent company liability post-Vedanta
Since the UK Supreme Court's landmark 2019 judgment in Vedanta [2019] UKSC 20, there has been a steady stream of high-profile cases concerning parent company liability for the actions of overseas subsidiaries. This briefing distils key themes from recent case law and suggests ways organisations can mitigate the risk of inadvertent parent company liability for the acts of subsidiaries.
Please click here (5/2/26) to read this briefing.
16. Economic crime information sharing: government publishes call for evidence
The Government published a call for evidence on information sharing in relation to economic crime. The call for evidence is open until 18 May 2026.
For more information please see article 10 of AGC 80 (25/3/26).
17. Accounts changes deferred
Companies House updated its guidance on filing accounts to indicate that mandatory software filing of accounts and other changes introduced by ECCTA, including removing the option for 'small' companies to file abridged accounts that were expected to be in force from 1 April 2027, remained 'under review'.
For more information please see article 4 of AGC 78 (11/2/26).
18. Companies House issued new guidance on rectifying incorrect dates of birth
Companies House published new guidance on how to replace an incorrect date of birth for a director or person with significant control previously notified to Companies House.
For more information please see article 5 of AGC 78 (11/2/26).
19. Private companies now unable to hold members' register at Companies House
The government published commencement regulations bringing into force certain provisions of the Economic Crime and Corporate Transparency Act 2023 (ECCTA) including section 49 of ECCTA, which removed the option for private companies to keep information about their members on the central register at Companies House.
For more information please see article 2 of AGC 78 (11/2/26).
Corporate Reporting
20. FRC updated strategic report guidance
The Financial Reporting Council published an updated edition of its guidance to assist companies meeting their disclosure obligations in their strategic reports. The guidance is intended to support reporting teams in delivering disclosures that are proportionate to an entity's size, complexity and circumstances.
For more information please see article 1 of AGC 78 (11/2/26).
21. DBT published guidance on payment practices reporting in annual reports
The Department for Business and Trade published guidance to assist 'large' companies reporting annually within directors' reports on their payment practices in relation to qualifying contracts with suppliers.
For more information please see article 1 of AGC 77 (15/1/26).
22. FRC published amendments to FRC 102
The Financial Reporting Council published amendments to Financial Reporting Standard 102 (FRS 102), which apply for accounting periods beginning on or after 1 January 2027. FRS 102 requires all entities to follow the presentation requirements for the balance sheet and the profit and loss account set out in UK company law.
For more information please see article 1 of AGC 79 (4/3/26).
23. FTSE Women Leaders published diversity review
The FTSE Women Leaders Review published its annual report on gender balance on boards and in leadership positions in the FTSE 350 and 50 of the UK's largest private companies.
For more information please see article 9 of AGC 79 (4/3/26).
24. Government endorsement of sustainability reporting standards
The government published the UK Sustainability Reporting Standards (UK SRS) and a response to its June 2025 consultation on the UK SRS exposure drafts. The UK SRS are the UK endorsed versions of the International Sustainability Standards Board sustainability reporting standards: IFRS S1 (general sustainability disclosures) and S2 (climate-related disclosures).
For more information please see article 10 of AGC 79 (4/3/26) and our briefing -'Government endorses ISSB sustainability reporting standards to create UK SRS' - by clicking here.
25. FRC consulted on draft plan for 2026-27
The Financial Reporting Council published its Draft Annual Plan and Budget 2026-27 for consultation, setting out its proposed priorities and intended expenditure for the coming year.
For more information please see article 2 of AGC 77 (15/1/26).
Equity Capital Markets
26. FCA to review investment entity listing rules
The Financial Conduct Authority indicated that it is launching a review of certain aspects of the UK Listing Rules to consider how they apply to specific types of investment entities. The FCA intends to consult on its proposals and complete the work by the end of 2026.
For more information please see article 2 of AGC 80 (25/3/26).
27. New POAT Regime: implementation and consequential changes
The Public Offers and Admissions to Trading (POAT) Regulations 2024 came fully into effect on 19 January 2026 with the revocation of the UK Prospectus Regulation. This was a landmark moment for UK capital markets, and the culmination of an extensive and detailed consultation process, driven by a commitment to enhance the attractiveness and efficiency of UK capital markets.
For more information please see article 7 of AGC 78 (11/2/26).
28. Aquis Stock Exchange consultation in response to new POAT regime
Aquis Stock Exchange launched a consultation setting out proposed changes to its Growth Market Rulebooks to accommodate the implementation of the new Public Offers and Admissions to Trading (POAT) regime. A key proposal is the replacement of the Aquis admission document with the requirement to publish an admission prospectus, allowing issuers to offer shares to the public within the framework of the existing Aquis admission process.
For more information please see article 6 of AGC 77 (15/1/26).
29. FCA knowledge base updates to reflect the new POAT regime
The FCA published Primary Market Bulletin 61 in which it focused on updated guidance in its Knowledge Base to reflect the new Public Offers and Admissions to Trading (POAT) regime which came into effect on 19 January 2026. For our overview of the regime and latest developments, see AGC Update, Issue 69 – Item 3.
For more information please see article 5 of AGC 77 (15/1/26).
30. FCA issued statement on notifications relating to admissions to trading
The Financial Conduct Authority issued a statement clarifying its notification requirements for admissions to trading of additional securities under its Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRMs). The PRMs, together with certain amendments to the FCA's listing processes in the UK Listing Rules, came into effect on 19 January 2026.
For more information please see article 3 of AGC 79 (4/3/26).
31. FCA Handbook: changes to share buyback reporting requirements published
The Financial Conduct Authority (FCA) published Handbook Notice No. 138 which set out changes to the FCA Handbook and other material made by the Board of the FCA in January and February 2026, including amendments to the share buyback reporting obligation under UKLR 9.6.6R which applies to issuers with shares listed in the Equity Shares (Commercial Companies) category of the Official List.
For more information please see article 4 of AGC 79 (4/3/26).
32. The Private Intermittent Securities and Capital Exchange System (PISCES)
PISCES, the new trading platform for private companies, incorporates elements of both public and private markets, which allows existing shares to be traded on an intermittent basis. The first transaction under the PISCES framework was launched on the LSE's Private Securities Market (PSM). The LSE was the first operator to be granted a PISCES Approval Notice by the FCA for its PSM. Our snapshot, client update and podcast include more detail about PISCES.
For further information please see article 5 of AGC 79 (4/3/26).
33. ESMA consultation on amendments to MAR delayed disclosure guidelines
ESMA published a consultation paper proposing amendments to its guidelines on the delay in the disclosure of inside information under the EU Market Abuse Regulation (EU MAR). The amendments are designed to align the guidelines with changes to the disclosure regime implemented by the EU Listing Act, which amends EU MAR to simplify the listing requirements by reducing the administrative burden on listed companies.
For more information please see article 8 of AGC 79 (4/3/26).
34. FTSE Russell consultation on free float alignment
FTSE Russell consulted on reducing the free float requirement within the FTSE UK Index Series from 25% to 10% for non-UK incorporated companies, something which would eliminate the distinction between local and non-locally incorporated companies in relation to the minimum free float requirement.
For more information please see article 8 of AGC 78 (11/2/26).
35. FCA proposed minor changes to prospectus and listing rules
The FCA published Quarterly Consultation Paper No. 51 in which it proposes clarificatory amendments to the new FCA Prospectus Rules: Admission to Trading on a Regulated Market (PRMs) and minor changes to the UKLRs, amongst other things.
For more information please see article 4 of AGC 80 (25/3/26).
Corporate Crime
36. FCA published new Enforcement Watch newsletter
The Financial Conduct Authority published the first edition of a new newsletter, Enforcement Watch 1, the purpose of which is to provide insights and highlight themes from its enforcement work.
For more information please see article 11 of AGC 78 (11/2/26).
37. FCA fine Wood Group PLC for the publication of misleading statements
The Financial Conduct Authority published a final notice fining John Wood Group PLC £12,993,700 for breaches of Listing Rule 1.3.3R and Listing Principle 1 for publishing inaccurate information in its financial results. Following the poor performance of certain business projects, Wood Group’s accounting judgements were inappropriately influenced by its desire to maintain previously stated financial results. Wood Group did not have adequate systems, controls or procedures to prevent this from happening.
For more information please see article 3 of AGC 80 (25/3/26).
38. FCA fine Carillion directors for market abuse
Carillion plc went into liquidation in 2017. It remains one of the biggest corporate failures in UK history. The Financial Conduct Authority published a final notice in relation to Richard Howson, the former CEO of Carillion plc, for breaches of Article 15 of MAR, and former Listing Rule 1.3.3R, Listing Principle 1 and Premium Listing Principle 2. The FCA had already published final notices in relation to the market abuse of Carillion plc (in liquidation) and two of its former CFOs Richard Adam and Zafar Khan (see AGC Update, Issue 77 – Item 8).
For more information please see article 8 of AGC 77 (15/1/26) and article 7 of AGC 79 (4/3/26).
39. FCA fine two individuals for breaches of UK MAR
The Financial Conduct Authority issued final notices to two individuals, imposing combined fines of £108,731, for purchasing shares in Bidstack Group plc while in possession of, and using, inside information in breach of Article 14 of the UK Market Abuse Regulation (UK MAR).
For more information please see article 6 of AGC 79 (4/3/26).
Other relevant Ashurst Q1 2026 publications
Commercial
40. English Contract Law Quickguides
Our Contract Law Quickguides are available by clicking on the following links:
Force majeure under common law
Interpretation of contracts under English law
Limiting and excluding liability
Pre-emption rights in oil and gas transactions
Terminating contracts under English law
For more information please click here (8/4/26).
Competition
41. UK Government consultation: Refining our Competition Regime
Ashurst's Competition Law team has submitted its response to the UK Department for Business and Trade's consultation to refine the UK competition regime.
For more information please click on our briefing here (10/4/26).
Corporate
42. What should be on your Board’s list of priorities in 2026?
Based on what they are seeing in the market, our global governance, sustainability, and risk advisory experts set out their priorities for Boards in 2026. It is hoped that these priorities will serve as a catalyst for meaningful discussion and debate within your organisation.
Our briefing is available by clicking here (19/1/26)
43. What to expect for tech M&A in 2026?
Tech M&A got off to a confident start in 2026 amid a sense of optimism based on available capital and greater predictability around process. At the same time, transactions are taking longer to structure, all cash deals are making way to share or mixed consideration, diligence is deeper, and fewer assumptions are being left to post-closing integration. Tech M&A requires a specialist understanding of the underlying tech assets, business model and market, themes which are discussed in our briefing.
Our briefing is available by clicking here (30/1/26)
44. Takeover talks: tomorrow never knows
2025 followed a year of unprecedented geopolitical change. While the markets demonstrated resilience, global tensions and ongoing conflicts in Europe and in the Middle East continued to have an impact. In this podcast our public M&A experts describe the trends they are seeing in the market and what to expect in 2026. The podcast is intended to sit alongside, and complement, our annual publication which is available on our website.
Please click here to listen to the podcast (28/1/26)
Corporate Crime
45. Corporate crime and investigations: AI in investigations
In this podcast, we explore one of the most pressing questions facing the investigations landscape today: how AI can help teams investigate more quickly and cost-effectively, without compromising the rigour that companies and regulators expect. The conversation covers the evolving role of AI in e-Discovery, what recent advances mean for practitioners, and how Ashurst's investigations team is putting these capabilities to work for clients.
Please click here to listen to the podcast (10/4/26).
Dispute Resolution
46. Bribery and Corruption: UK Guide
This guide provides an overview of the steps taken in the UK to tackle bribery and corruption, which affects corporate entities based in both the UK and overseas. The guide suggests practical ways of ensuring that companies and individuals do not unwittingly fall foul of the law.
For more information please click here (13/4/26).
