UK Quoted Company Newsletter Q4 2025

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 final quarter of 2025.

AGMs

1. 2026 AGM and reporting season: what to expect

Our briefing summarises key developments to be aware of when preparing for 2026 annual general meetings and compiling the narrative aspects of annual reports. It is aimed principally at UK-incorporated listed companies but also covers material developments for AIM companies. The headline points addressed for 2026 AGMs include: resolutions and practice in 2025; key points from various updated voting guidelines for 2026; AGM reminders for AIM companies; and horizon scanning - issues relevant to AGMs in the future. The briefing also highlights key considerations for 2026 narrative reporting.

Please click here to read the briefing (8/1/26).

2. Pre-Emption Group published annual monitoring report

The Pre-Emption Group published its Annual Monitoring Report 2024-2025. This is the Group's third report and monitors how FTSE 350 companies apply guidance on disapplying pre-emption rights in accordance with its Statement of Principles which were revised in 2022 to reflect the recommendations of the UK Secondary Capital Raising Review. For an overview of the revised principles, see our update here.

For more information please see article 7 of AGC 76 (16/12/25).

3. Practical Law published review of annual reporting and AGMs in 2025

Practical Law published (for subscribers) an analysis of key trends relating to certain aspects of narrative reporting, resolutions proposed and voting trends of FTSE 350 companies and AIM UK 50 companies from the 2025 reporting and AGM season. The report considers the format of AGMs, FTSE 350 board composition, workforce engagement, compliance with the 2018 iteration of the UK Corporate Governance Code, climate and nature-related reporting, and the disapplication of pre-emption rights. It also reviews voting in FTSE 350 companies and trends within the AIM UK 50.

For more information please see article 9 of AGC 75 (18/11/25).

4. GC100 published guidance for virtual meetings of shareholders

The GC100 published guidance for virtual meetings of shareholders. Recognising that the government’s digitisation reforms present an opportunity to modernise shareholder meetings, and noting that the government has committed to 'clarify' the law in relation to virtual meetings in the Companies Act 2006 as soon as Parliamentary time allows, the GC100 stated that it had engaged with government officials, investor bodies, and industry stakeholders to develop guidance for listed companies wishing to hold meetings in this way. The GC100 stated that the recommendations seek to ensure that the quality and effectiveness of shareholder engagement in a virtual context are maintained, that transparency is enhanced, and that board accountability is preserved.

For more information please see article 8 of AGC 76 (16/12/25).

5. Glass Lewis published 2026 proxy voting policy guidelines

Glass Lewis published its 2026 proxy voting policy guidelines for the UK and revised its global Shareholder Proposals & ESG-Related Issues policy. Key changes and updates to the 2025 guidelines include: approach to committee size and attendance; gender diversity; AIM company board independence; pay for performance; remuneration committee independence; and vesting/holding periods.

For more information please see article 5 of AGC 76 (16/12/25).

6. Pensions UK published 2026 stewardship and voting guidelines

Pensions UK (formerly the PLSA) published its Stewardship and Voting Guidelines for 2026, which retain the broad structure of previous years but includes enhanced narrative, updated voting recommendations and a new section on key emerging themes from the 2025 voting season. Key changes in the 2026 guidelines include: cybersecurity and AI; governance; climate and sustainability; and equality, diversity and inclusion; emerging trends; and pass-through voting.

For more information please see article 6 of AGC 76 (16/12/25).

7. FRC published guidance to UK Stewardship Code 2026

The Financial Reporting Council (FRC) published guidance to support the UK Stewardship Code 2026, the final version of which was published in June 2025 and applies from 1 January 2026.

For more information please see article 7 of AGC 73 (14/11/25).

8. ISS Governance published 2026 benchmark voting policy

ISS Governance published its 2026 benchmark voting policy and sought views on amending its policies including, as regards general meetings, a change to the policy on shareholder meetings to establish a clear definition of 'in-person' meetings.

For more information please see article 6 of AGC 73 (14/11/25).

9. Investment Association letter to remuneration committees

The Investment Association (IA) wrote an open letter to the Chairs of remuneration committees in which it provided an update on the implementation of the IA's Principles of Remuneration and emerging views on issues which are likely to be important to IA members in the 2026 AGM season.

For more information please see article 8 of AGC 73 (14/11/25).

Corporate Governance

10. FRC published annual review of corporate governance reporting

The Financial Reporting Council (FRC) published its Annual Review of Corporate Governance Reporting in which it analysed how a sample of 100 FTSE 350 and Small Cap companies reported in 2025 against the 2018 iteration of the UK Corporate Governance Code (2018 Code), highlighting examples of good practice and identifying areas for improvement. The review followed the publication of the FRC's Annual Review of Corporate Reporting in September (see AGC Update, Issue 71 – Item 8). For ease of reference, the FRC's Annual Review of Corporate Governance Reporting in 2024 can be found here.

For more information please see article 1 of AGC 74 (18/11/25).

11. FRC guidance on non-executive director remuneration updated

The Financial Reporting Council announced that it had revised its guidance to the 2024 UK Corporate Governance Code regarding the remuneration of non-executive directors. The updated guidance recognises that companies may encourage non-executive directors to build personal shareholdings to foster alignment with shareholders and reinforce long-term commitment, whilst emphasising that any approach must be tailored to the specific circumstances of each company.

For more information please see article 9 of AGC 73 (14/11/25).

12. Research findings on director perceptions of the Section 172 duty

The Department for Business and Trade (DBT) published qualitative research which focuses on the perception of executive directors and company secretaries of large companies of Section 172(1) of the Companies Act 2006 (duty to promote the success of the company), the introduction of the requirement to publish a s.172(1) statement in their annual accounts, and the impact that these have had on company decision-making.

For more information please see article 10 of AGC 73 (14/11/25).

13. Report on take-up and application of QCA corporate governance code

The Quoted Companies Alliance published a report - 'Supporting Growth Flexibly', - which set out findings from a review of take-up of the QCA Corporate Governance Code and how it is applied by the companies that adopt it. The report highlighted that the QCA Code remains the preferred governance framework for small and mid-sized quoted companies in the UK and is widely applied across AIM, Aquis Stock Exchange and companies in the transition category on the LSE's Main Market.

For more information please see article 10 of AGC 76 (16/12/25).

Corporate Transparency

14. Commencement of mandatory identity verification

With effect from 18 November 2025, company directors, LLP members and persons with significant control (PSC) of companies or LLPs must comply with the new identity verification (IDV) provisions introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA). Detail on the implications of identity verification for new and existing directors, LLP members and PSCs can be found in AGC Update, Issue 70 – Item 1. For a series of Q&As on the new IDV requirements, please read AGC Update, Issue 63 - Item 10.

For more information please see Article 1 of AGC 73 (14/11/25).

15. Companies House guidance on mandatory identification verification

Companies House published guidance on its approach to non-compliance with mandatory identity verification which commenced on 18 November 2025 (see above). The guidance states the approach that Companies House will adopt to enforcement including informing people of their obligations; guiding people to comply; action against non-compliance; and addressing fraud and criminal activity. Companies House also published updated forms to reflect the introduction of identity verification and changes to requirements concerning company registers as required by the Economic Crime and Corporate Transparency Act 2023.

For more information please see article 2 of AGC 75 (5/15/25).

16. Regulations amending Companies House fees published

The Registrar of Companies (Fees) (Amendment) Regulations 2025 were published, together with an Explanatory Memorandum. The regulations amend various fees charged by Companies House to reflect increased costs from the expansion of the Registrar's role and functions because of the Economic Crime and Corporate Transparency Act 2023 and will come into force on 1 February 2026.

For more information please see article 2 of AGC 74 (18/11/25).

17. DBT published guidance on persons with significant control

The Department of Business and Trade published guidance on the PSC register for people with significant control over companies, UK Societas, limited liability partnerships and eligible Scottish partnerships, following the implementation of changes to the PSC regime on 18 November 2025. The revised guidance reflects the removal of the need to maintain a local PSC register.

For more information please see article 3 of AGC 75 (5/12/25).

18. Dematerialisation market action taskforce

HM Treasury established the Dematerialisation Market Action Taskforce to advance reforms to the UK’s shareholding framework. This followed the publication of the Digitisation Taskforce's final report in July 2025 which recommended a staged approach to removing paper share certificates and ultimately moving to a fully intermediated system of shareholding in the UK (see AGC Update, Issue 69 – Item 6). The government accepted the report's recommendations and set out in its response how it intends to take these forward.

For more information please see article 8 of AGC 72 (31/10/25).

Corporate Reporting

19. FRC published thematic review of reporting by smaller listed companies

The Financial Reporting Council (FRC) published a review seeking to improve corporate reporting by smaller listed companies. This followed the FRC's Annual Review of Corporate Reporting published in September 2025 (see AGC Update, Issue 71 – Item 8) which identified that reporting by smaller listed companies was not of the same standard as their FTSE 350 equivalents.

For more information please see article 1 of AGC 75 (5/12/25).

20. FRC published insights on quality of Wates Principles reporting

The Financial Reporting Council (FRC) published its first reporting insights on the Wates Corporate Governance Principles for Large Private Companies since it assumed responsibility for them in December 2024 (see AGC Update, Issue 60 – Item 4). Various areas for improvement were identified, including in relation to company purpose, strategy, culture, board composition and remuneration.

For more information please see article 1 of AGC 76 (16/12/25).

21. PERG published annual report on private equity reporting

The Private Equity Reporting Group (PERG) published its 18th annual report on the private equity industry's conformity with the Walker Guidelines, together with a good practice reporting guide for portfolio companies and a report on the performance of such companies. The three reports underpin the private equity industry's efforts to increase transparency and support the UK economy. As in the past, PERG recommended that private equity firms spend time familiarising themselves and their portfolio companies with the requirements and implications of the Walker Guidelines, putting in place procedures to identify when companies come within scope.

For more information please see article 2 of AGC 76 (16/12/25).

22. HM Treasury published updates on progress of its regulation action plan

HM Treasury published a progress update to its regulation action plan which highlighted the government's intention to bring forward further changes to the corporate reporting landscape including: exempting most medium-sized private companies from the requirement to produce a strategic report in their annual report; exempting wholly owned subsidiaries from producing a strategic report where they are covered by the reporting of a UK parent; and removing the requirement to produce a directors' report, with some underlying provisions to be removed entirely, and others relocated elsewhere in the annual report.

For more information please see article 2 of AGC 72 (31/10/25).

23. Enhancing company reporting in respect of investment companies

The Financial Reporting Council (FRC) published two thematic reviews designed to enhance the quality of, and provide insights into, UK company reporting in respect of investment companies and share-based payment arrangements. The share-based payment thematic review examined how companies have applied IFRS 2 ‘share-based payment’. The investment companies thematic review provided insights into reporting by investment trusts, venture capital trusts and other closed-ended investment entities.

For more information please see article 3 of AGC 72 (31/10/25).

24. FRC published discussion paper on the future of digital reporting

The Financial Reporting Council (FRC) published a discussion paper focused on the ongoing development and use of digital reporting and taxonomies, which builds on the FRC's August 2024 discussion paper: Opportunities for the future of digital reporting (see AGC Update, Issue 66 – Item 3).

For more information, please see Article 3 of AGC 73 (14/11/25).

Equity Capital Markets

25. Government published regulations to implement new prospectus regime

The Government published regulations to implement the new prospectus regime including: the Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025; and the Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025. Our overview of the prospectus regime and latest developments are available by clicking on the following link - AGC Update, Issue 69 – Item 3.

For more information please see article 4 of AGC 72 (31/10/25).

26. FCA consulted on changes to the listing applications process

The Financial Conduct Authority (FCA) published Quarterly Consultation Paper 50 in which it consulted on various proposed changes to FCA Handbook provisions. These included revisions to FCA processes for listing new securities under the UK Listing Rules (UKLRs) and amendments to the rules for the new Public Offers and Admissions to Trading (POAT) regime.

For more information please see article 3 of AGC 76 (16/12/25).

27. New public offers and admissions to trading regime

The Financial Conduct Authority (FCA) published Primary Market Bulletin 58 which focused on the implementation of the new public offers and admissions to trading (POAT) regime, which is effective from 19 January 2026. In this PMB, the FCA provided information on processes and timings for submitting documents in the period before the new POAT regime is implemented and reminded market participants of other impending changes arising from the new regime.

For more information please see article 6 of AGC 72 (31/10/25).

28. Delayed disclosure under UK MAR

The Financial Conduct Authority (FCA) published a review of delayed disclosure of inside information (DDII) notifications received under Article 17(4) of the UK Market Abuse Regulation (UK MAR), which allows issuers to delay public disclosure of inside information under certain conditions. This follows the FCA's previous review of DDII notifications in November 2020, which it has used as a comparator.

For more information please see article 7 of AGC 72 (31/10/25).

29. LSE published statement on modernising AIM

The London Stock Exchange issued a Feedback Statement to its April 2025 Discussion Paper - Shaping the Future of AIM - distilling responses and setting out a roadmap for reform. For further information on the April 2025 Discussion Paper, see AGC Update, Issue 64 – Item 9. A core theme is the repositioning of AIM as a distinct growth market that is clearly differentiated from the Main Market.

For more information please see article 4 of AGC 75 (5/12/25).

30. FCA published updated forms to reflect new POAT regime

The Financial Conduct Authority (FCA) published new and updated forms and checklists to reflect the implementation of the new Public Offers and Admissions to Trading (POAT) regime in January 2026. The POAT Regulations 2024 come into force, replacing the UK Prospectus Regulation. On the same date, the FCA's new Prospectus Rules: Admission to Trading on a Regulated Market come into effect, replacing the Prospectus Regulation Rules sourcebook. New rules in the Market Conduct sourcebook for firms operating multilateral trading facilities (including AIM) and consequential amendments to the UK Listing Rules (UKLRs) also come into force at the same time.

For more information please see article 4 of AGC 75 (5/12/25).

31. PISCES trading platform

The Private Intermittent Securities and Capital Exchange System (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.

Further information about PISCES can be found in our snapshot, client update and podcast.

For more information please see article 7 of AGC 75 (5/12/25).

Corporate Crime

32. Government sent letter on cyber security to UK companies

In light of the cyber attacks on numerous companies, including M&S and JLR, the government wrote to the Chairs and CEOs of the UK's largest companies with urgent advice to help ensure they are best protected against cyber threats.

For more information please see article 9 of AGC 72 (31/10/25).

33. FCA published final notice for insider dealing

The Financial Conduct Authority (FCA) published a final notice imposing a £100,281 financial penalty (reduced by 30% for early settlement) on a former capital markets advisor of an AIM company, and prohibiting him from working in UK financial services, for engaging in insider dealing and on the basis that he was no longer a fit and proper person to perform such a function.

For more information please see article 10 of AGC 72 (31/10/25).

Corporate Cases

34. Inspecting the register of members

In Aviva plc v Litani LLC [2025] EWHC 3134 (Ch), the High Court held that a company failed to prove that an application by a third party to obtain a copy of the company's register of members under section 116 of the Companies Act 2006 was not for a proper purpose because that purpose was a commercial one or would be commercially disadvantageous to the company's shareholders.

The decision shows the court's reluctance to deny a request from a third party to access a company's register of members where the request is made for a proper purpose and in compliance with the requirements set out in the Companies Act 2006. If the purpose underpinning the request is a commercial purpose, that, by itself, is likely to be disregarded by the court in assessing whether to grant access to the company's register of members. However, where the purpose is clearly exploitative or unscrupulous or where the applicant's request is not genuine or unlikely to be followed through by the applicant, the court is more likely to exercise its discretion to deny access to a company's register of members. Much will depend on the precise circumstances and the accompanying evidence, and highlights the importance of taking timely legal advice, either when making a request to access the register of members or when faced with a request to disclose it.

For more information please see article 9 of AGC 76 (16/12/25).

Tax

35. Tax enquiries – dealing with HMRC

HMRC issuing a formal enquiry notice to a company is usually the first stage in a tax dispute. This means that HMRC has "re-opened" a tax return and is investigating it, with the possibility of assessing the company to further tax for the period covered by the return. With tax 'enquiry season' fast approaching, we published an article which considers the salient issues that companies might wish to consider.

For more information please see article 5 of AGC 73 (14/11/25).

36. SDRT relief for chargeable securities in newly listed companies

The Finance Bill 2026 was published and, as heralded in the November 2025 Budget, introduced a new relief from SDRT for chargeable securities in newly listed companies. The relief applies, with exceptions, to agreements to transfer chargeable securities for a three-year period from the admission of that company’s shares to the Official List provided that the listing took place on or after 27 November 2025. The relief also applies, with modifications, to shares in a special purpose acquisition vehicle.

Article 4 of AGC 76 (16/12/25).

Other relevant Ashurst Q4 2025 publications

Competition

37. CMA publishes updated guidance on UK merger procedure

On 28 October 2025, the Competition and Markets Authority (CMA) published its updated merger guidance on jurisdiction and procedure (the Guidance), which implements the CMA's '4Ps' strategic framework (of Pace, Predictability, Proportionality and Process) and seeks to ensure that merger control supports the UK Government's economic growth objective.

For more information please click on our briefing here (11/11/25).

Debt Capital Markets

38. Ashurst quarterly debt capital markets update Q4 2025

In this edition we summarise the key developments in debt capital markets in the last quarter of 2025 including: EU Prospectus Regulation; dematerialisation of UK company shares; revocation and replacement of the UK Prospectus Regulation; revocation and replacement of the UK PRIIPs Regulation; the Green & Social Bond Principles - Guidance for Climate Transition Bonds; Commission FAQs on the EU Green Bond Regulation; and ESG ratings providers – UK approach.

For more information please click here (13/1/26).

Dispute Resolution

39. Privilege under English law

The concept of privilege is a fundamental human right long recognised by English common law. The rationale is that a client should be able to consult a lawyer in confidence without fear of later having to disclose communications between them. Privilege is especially important because it entitles a party to withhold documents from the other side in the context of litigation, or other adversarial proceedings. Our guide provides an overview of the principles governing the ability of a party to keep communications with its lawyer confidential.

For more information please click here (3/10/25).

Employment

40. The Employment Rights Act 2025. What do employers need to know now?

The Employment Rights Bill, the most radical overhaul of employment rights in decades, cleared its last Parliamentary hurdle on 16 December 2025 and received Royal Assent on 18 December 2025. There are things that employers can do now to prepare for the implementation of the new law, although there is also much that is unknown because the detail of many changes will be in regulations which are yet to be made. It will be important for employers to remain alert to developments and be ready to adapt and respond.

For more information please click on our briefing here.(18/12/25).

41. World@Work podcast: AI in the Workplace: some practical challenges

In this podcast, we discuss several nations’ contrasting approaches to the regulation of AI. In particular, we shine a light on practical challenges for employers, including how they use AI in recruitment and how AI is used to monitor employee performance. The discussion highlights how organisations are seeking to strike a balance between fostering innovation, maximising productivity, and considering their workforces.

To listen to the podcast please click here (22/10/25).