Corporate Law

In this issue: Environmental, social and governance issues Members Financial reporting obligations Daily and weekly news alerts Dates for your diary Trackers Useful information Environmental, social and governance issues WFE’s draft Transition Equity Principles aim to support credible Net Zero transition pathways The World Federation of Exchanges (WFE), the industry association for exchanges and clearing houses, has issued industry-endorsed Transition Equity Principles spanning exchanges worldwide. The proposals are designed to expand capital access for businesses pursuing decarbonisation goals, while equipping investors with decision-useful disclosures on issuers’ transition plans. See: LNB News 26/05/2026 44. Members Isilay v AVP Capital A FCPI and others [2026] EWHC 1254 (Ch) The Chancery Division declined the Respondents’ bid to strike out or obtain summary judgment regarding the addition of the Sixth Respondent (Blue Cloud) and the contention that board observers acted as de facto...

Companies House has published an equality impact assessment of its identity verification service and Registrar verification routes. The review explores how verification rules affect company directors, persons with significant control (PSCs), and other comparable officers......

The World Federation of Exchanges (WFE), representing the exchanges and clearing houses, has issued industry-endorsed Transition Equity Principles that apply to exchanges across all jurisdictions......

This Practice Note This Practice Note sets out suggested definitions for terms frequently used in joint venture agreements (JVAs) (also known as shareholders’ agreements). The reasons for defining terms are to: remove repetition in the main text of the JVA, particularly where phrases are lengthy or complex, improving readability and brevity; and reduce uncertainty in interpreting the agreement by assigning specific meanings and stating their scope, which may differ from, be wider than, or narrower than their ordinary meaning. Care must be taken when preparing the individual terms and definitions to be included in a definitions and interpretation clause. It is essential to ensure that both the inclusion of each term and the ambit of each definition are suitable for the particular JVA and the wider transaction. It is also very important to confirm that any terms in the agreement that require...

In the United Kingdom, audits of accounts and reports fall under the Companies Act 2006 (CA 2006), notably Parts 16 and 42. By virtue of CA 2006, s 475, a company must have its annual accounts for each financial year audited in line with CA 2006, Pt 16, unless it can make use of one of the exemptions available. The expression ‘audit’ is not defined in the CA 2006......

Updated in April 2026 Introduction Türkiye has stood at the centre of international politics owing to its role in the Syrian conflict along its southern border and its approach to refugees. The coronavirus (COVID-19) pandemic, as elsewhere, heavily influenced domestic policy and the economy. Disputes in the Mediterranean over the search for natural gas also stayed high on the agenda. Since the final quarter of 2018, the economy has endured recessionary conditions linked to the attempted coup d’état of 15 July 2016, marked by elevated inflation, costlier borrowing, and volatile exchange rates. Although economic projections were shaken in 2020 by the pandemic, Türkiye sought to blunt the fallout through the Economic Stability Shield programme unveiled on 18 March 2020, setting out nationwide supportive and preventative steps to lessen the economic damage, covering taxation, credit and labour-related matters. By late 2021, the Turkish lira had...

Confidentiality letter—private M&A—asset purchase—corporate seller Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Proposed acquisition of the business of [ insert name of business being acquired ] 1 Introduction 1.1 Further to our recent conversations, this letter concerns the intended disposal detailed herein by [ insert seller name ] (the Seller) of [ insert description of the business being sold ] (the Business), which trades under the name [ insert name of business being sold ] (the Business Name), on a going concern basis, together with [ insert description of the assets being sold ] (the Assets), to [ insert buyer name ] (or any member of its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Seller and the Buyer constitutes a party and,...

Retention deed—private M&A—asset purchase—bank as retention agent This Deed is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate shareholder ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with company registration number [ insert company number ] and whose registered office is at [ insert address ] (the Seller), [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with company registration number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer), and [ Insert name of bank acting as retention agent ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with company registration number [ insert company number ] and whose...

STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline capital raising and significantly reduce the instances when a company must produce an FCA-approved prospectus for a further share issue. Accordingly, fewer further issues will necessitate an FCA approved prospectus. For a full explanation of the changes, see Practice Note: UK prospectus regime reform. This Practice Note covers the prospectus regime that applied before 19 January 2026. UKLR: UK Listing Rules PRR:...

Where a foreign company shuts a registered UK establishment (this covers a branch of a foreign company; refer to Practice Note: Overseas companies with an establishment in the UK), it is required to notify Companies House using Form OS DS01 without delay thereafter......

An unincorporated association is not a legal entity In principle, it lacks legal personality and therefore cannot bring or face proceedings in its own name; this was the stance in London Association for Protection of Trade v Greenlands Limited. The position was examined in detail in Chancellor, Masters and Scholars of the University of Oxford v Broughton, a matter arising from a campaign by the Animal Liberation Front and related bodies. The conventional course is to seek a representation order, allowing a named member or office-holder to be joined as a party ‘on behalf of the members of the association’. Yet time pressures—particularly an approaching limitation deadline—may make obtaining such an order impracticable, prompting a prospective claimant to ask whether the association can be joined in its own name. As recorded in University of Oxford, there have been instances where the court has in fact made orders...

Dormant company—exemption from audit A dormant company can be either a public or a private company. It is also set up and operated in the same general manner as any other company. That said, the obligations concerning accounts and audit that generally apply to companies are relaxed for a dormant entity. The annual accounts of a dormant company for a financial year require an audit unless the company benefits from an exemption from audit......