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STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...
The Companies Act 2006 (CA 2006) Allotments of shares and the removal of statutory pre-emption rights fall under the Companies Act 2006 (CA 2006). The framework varies with the nature of the company proposing the allotment (private or public, listed or unlisted) and whether it has a single share class or several. Further provisions also apply to listed companies and AIM companies. This Checklist explains the procedure for allotting shares and disapplying statutory pre-emption rights for private companies with more than one class of shares and for public companies that are unlisted. For an overview of allotment and issue, and of pre-emption rights as they apply to all companies, see Practice Notes: Allotment and issue of shares—introductory points and Pre-emption rights—general issues. For fuller, more detailed guidance on share allotments and pre-emption rights in relation to private companies with more than one class of shares and public unlisted companies, see Practice Notes: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies...
Practice Statement (Companies: Schemes of Arrangement under Part 26 and Part 26A of the Companies Act 2006) (Practice Statement 2020) Where a company puts forward a restructuring plan to creditors, the Practice Statement 2020 requires it to take every reasonably available step to alert any person affected that the plan is being advanced, explain the aim it seeks to achieve, and outline the creditor meetings the applicant considers will be required and how they are constituted, unless there is proper justification for not doing so (a consultation began in May 2025 intending to replace this Practice Statement by the end of July 2025; see: LNB News 09/05/2025 46). This notification is typically given by sending a practice statement letter to creditors ahead of the convening hearing. What amounts to sufficient notice of the convening hearing turns on the particular facts and circumstances (Practice Statement 2020, para 7) and is a highly fact‑sensitive inquiry (see Re PizzaExpress (convening)). In practical terms, the length of notice likely required may depend on:...
In this issue: Company law and regulatory matters Corporate governance Tax treatment Useful information Trackers Dates for your diary Weekly highlights from other practice areas Company law and regulatory matters Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 published The Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 (SI 2025/439) have been issued and will take effect on 11 May 2025, having previously been laid for sifting last month (see News Analysis: Share Incentives weekly highlights—6 March 2025—Company law and regulatory matters). They remove most of the 2019 reporting obligations imposed on quoted companies in relation to directors’ remuneration, introduced to implement aspects of EU Directive 2017/828 (the revised Shareholder Rights Directive). This change reflects substantial overlap with pre‑2019 UK rules on directors’ pay reporting that remain in force and continue to apply. The instrument also updates the audit regulatory framework to address inconsistencies identified by the government and the Financial Reporting Council, which arose during...
What is the Panel proposing? The proposals outlined in consultation paper, PCP 2024/1, aim to retarget how the Takeover Code (Code) is applied to companies that would anticipate being covered by takeover regulation, and to deliver greater clarity and certainty about which companies come within the scope of the Panel’s jurisdiction in practice...
Soremi Investments Ltd v China National Gold Group HK Ltd & Another [2025] HKCFI 6417 What are the practical implications of this case? The leave ruling (and the earlier denial of a stay) serves as a reminder that a ‘one‑stop’ route to arbitration is not guaranteed, even if a clause adopts the familiar ‘arising out of or relating to’ wording and expressly captures non‑contractual duties. For deal lawyers preparing shareholder frameworks, the takeaway is to match the dispute‑resolution provision to the risk landscape. If the parties aim to arbitrate company‑level claims (asset misappropriation, breaches of directors’ duties, dishonest assistance or conspiracy), adding ‘tort‑inclusive’ wording will not suffice. The provision must be crafted (and the deal structured) so these disputes are properly characterised as arising from the relationship formed by the shareholders’ agreement (or otherwise linked to the company and its operations), and the actors must be bound (for example, via deeds of adherence for directors/affiliates, or by replicating arbitration clauses in the articles). For litigators, the decision refines the...
UK real estate investment trusts (UK REITs) The UK regime for real estate investment trusts (REITs, termed UK REITs in statute) took effect on 1 January 2007. There are now in excess of 150 REITs, several of which moved into the structure when the framework first commenced. Those early adopters have since been joined by many more participants owing to revisions to the entry criteria, in particular the following: the removal of the entry charge; permission for REITs to invest in other REITs; and a relaxation of the listing condition so that companies without a formal listing, but admitted to trading and actually traded on a recognised stock exchange (for example on markets such as AIM), can also qualify. Further amendments have been introduced to the REIT rules in recent years with the stated intention of making the regime more appealing to prospective entrants. The principal legislative provisions for the REIT tax regime sit in Part 12 of the Corporation Tax...
STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...
This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting It serves both practitioners and company secretaries dealing with and advising companies whose equity shares are listed on the Main Market of London Stock Exchange plc (listed companies), as well as companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed or AIM company, refer to Practice Note: General meetings—notice requirements for listed public companies for further information and context. Members of a company may convene and hold a general meeting at any time, and as frequently as required within a year, as needed, so that they can pass resolutions to implement specified changes or to authorise particular actions. The Companies Act 2006 (CA 2006) sets out detailed provisions governing the calling and conduct of general meetings. The CA 2006 also imposes additional obligations on a public company that is a traded company or a quoted company. This captures listed...
Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 (CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), the need to state greenhouse gas (GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting (SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code (QCA Code) and the Wates Corporate Governance Principles for Large Private Companies (Wates Principles) ]. It also offers practical guidance for companies when assembling their environmental disclosures for reporting purposes. [ As an AIM company, the Company is subject to continuing disclosure obligations under the AIM...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with 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 repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...
[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising...