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Welcome to the latest edition of Corporate Update.

Corporate Update is our fortnightly bulletin offering a quick read of the latest developments which we consider relevant to corporate counsel. Please get in touch with your usual contact or any of the contacts listed below if you want to explore any of the topics covered in more detail. If you would like to subscribe to this bulletin as a regular email, please click here.

Publications

AGM Trends 2025: Key takeaways for the FTSE 350 and outlook for 2026

We have published a briefing ahead of the 2026 AGM season. We reflect on the key trends from 2025, across meeting formats, pre-emption rights, shareholder dissent and remuneration, and consider what we expect to see in 2026, including on virtual shareholder meetings in light of the GC100’s newly released guidance (see below).

SFO turns the spotlight on corporate compliance programmes

We have published a briefing on the Serious Fraud Office’s (SFO) recently updated Guidance on Evaluating Corporate Compliance Programmes. The briefing outlines the updated guidance - which adopts an outward-facing approach and introduces a more measured approach to the use of monitorships in deferred prosecution agreements - and considers what the updated guidance means for businesses.

Key developments in UK and EU consumer protection

We have published a podcast episode covering key developments in the consumer protection space – both in the UK and in the EU – across 2025.

COP30 Unpacked podcast series

We have published a three-part podcast series exploring the key themes from COP30 and what they mean for businesses navigating the sustainability landscape.

  • Episode 1 explores the rise of new reporting frameworks and the risks and opportunities they create.
  • Episode 2 explores why COP30 is being called the “COP of implementation” and what that means for energy and infrastructure projects.
  • Episode 3 unpacks COP30’s climate finance focus and what that means for business strategy and investment.

Insights from the UN Forum on Business and Human Rights

We have also published a podcast episode covering key takeaways from the 14th UN Forum on Business and Human Rights.

To be notified of our latest podcast episodes, you can subscribe to 'Horizon Scanning by Saughter and May' on your preferred podcast app.

News

Pensions UK publishes 2026 Stewardship and Voting Guidelines  

On 11 December 2025, Pensions UK (formerly known as the PLSA) published its Stewardship and Voting Guidelines 2026. The 2026 Guidelines provide practical guidance for pension schemes considering the exercise of their voting rights during the 2026 AGM season.

This will be of interest not only to pension schemes, but also other institutional investors and large asset managers. Key areas of focus include:

  • Revised AI and cybersecurity voting recommendations following an increasing number of cybersecurity incidents and AI-related resolutions during the 2025 season;
  • Revised narrative on climate and sustainability, reflecting both the growing global political backlash to ESG and key policy developments during 2025;
  • Revised narrative on governance, reflecting the fact that although governance scrutiny is rising, shareholders increasingly face structural limits on their ability to influence outcomes;
  • A new ‘Emerging Trends’ section highlighting other key trends from the 2025 season; and
  • The introduction of pass-through voting as an option for pension schemes looking to directly exercise shareholder rights.

Financial Services Regulatory Initiatives Forum publishes updated Regulatory Initiatives Grid 

On 11 December 2025, the Financial Services Regulatory Initiatives Forum - comprised of a number of government and regulatory bodies including the FCA, BoE and PSR - published the ninth edition of its Regulatory Initiatives Grid. The Grid is generally published twice a year and outlines the regulatory pipeline for the next two years – it will therefore be of interest to firms in the financial services sector looking to assess the operational impacts of planned and upcoming reforms.

Private Equity Reporting Group publishes 2025 Annual Report      

On 10 December 2025, the Private Equity Reporting Group (“PERG”) published its Annual Report on the Walker Guidelines for Disclosure and Transparency in Private Equity. The report assesses the private equity industry’s conformity with the Walker Guidelines, a voluntary code of enhanced disclosure and reporting requirements for large UK portfolio companies and their sponsors.

Alongside the report, PERG also published a Good Practice Reporting Guide for portfolio companies and a Report on the Performance of Portfolio Companies. The three documents are intended to be read together, and will be of interest to sponsors and portfolio companies alike. 

Quoted Companies Alliance reports on its Corporate Governance Code

On 9 December 2025, the Quoted Companies Alliance ("QCA") released Report: Supporting Growth Flexibly, which presents findings from a review of how companies have adopted and implemented the QCA Corporate Governance Code. The Code is intended as a practical governance tool for smaller quoted companies, taking a proportionate, principles-based approach. It comprises ten broad principles of good governance, supported by guidance on effective application. Companies following the Code are required to apply the principles and publish related disclosures on an ‘apply and explain’ basis.

The report confirms that the QCA Code remains the governance framework of choice for small and mid-sized quoted companies in the UK, with widespread adoption across AIM, Aquis Stock Exchange, and companies in the transition category on the LSE’s Main Market.

GC100 publishes Guidance on Virtual Meetings

On 8 December 2025, the GC100 - the industry association of general counsel and company secretaries of FTSE100 companies - published its Guidance: Virtual Meetings of Shareholders. This will be of particular interest to UK-listed corporates, as well as institutional shareholders looking to engage with corporates at virtual AGMs and company meetings.

The new guidance - developed through consultation with government, investor groups, and other stakeholders - sets out best practice for listed companies wishing to hold fully virtual meetings, including AGMs, without a physical venue. It addresses practical concerns around virtual meetings, focusing on shareholder engagement, transparency, and board accountability. The GC100 encourages companies to use technology to enhance shareholder participation and ensure that virtual-only meetings remain accessible and effective, while upholding established shareholder rights.

The guidance outlines eight key provisions to help companies organise and run virtual meetings in a way that still allows shareholders to hold boards accountable. Referring to the FRC’s Good Practice Guidance for Company Meetings, which recommends providing facilities for shareholders to ask questions during the AGM, the guidance suggests virtual meetings should enable shareholders to submit questions online. Arrangements should also be made to ensure that investors have virtual access to key company personnel, such as the chairs of the audit, remuneration and nomination committees.

This guidance builds on the theme of a wider shift towards virtual AGMs - in October 2024, the government announced plans to review the legal framework for virtual AGMs as part of broader reforms to the UK’s non-financial corporate reporting regime. These plans, which are expected to include changes to legislation to clarify the position on wholly virtual meetings, are still awaited.

Pre-Emption Group reports on use of its Statement of Principles

On 9 December 2025, the Pre-Emption Group published its Annual Monitoring Report 2024-2025. This is the Group's third report assessing how FTSE 350 companies have applied its guidance on disapplying pre-emption rights, as published in its 2022 Statement of Principles.

The Principles offers voluntary guidance for listed companies and investors on the considerations relevant to disapplying pre-emption rights. The Pre-Emption Group’s recommendations are widely adopted and serve as a recognised standard for acceptable practice in non pre-emptive share issues. Following the 2022 revisions, companies can now routinely seek authority to disapply pre-emption rights for up to 20% of their issued share capital: 10% for general corporate purposes and an additional 10% for acquisitions or specified capital investments.

The report suggests an increased uptake of the 2022 Statement of Principles by FTSE 350 companies seeking shareholder authority to disapply pre-emption rights in line with the enhanced general disapplication thresholds permitted in the guidelines.     

FCA consults on the Public Offers and Admissions to Trading regime

On 5 December 2025, the FCA published Quarterly Consultation Paper 50 (CP 25/35), which consults on various amendments to the FCA Handbook. This quarter, the FCA is consulting on topics including changes to the various processes and procedures for listing new securities, and the rules for the new Public Offers and Admissions to Trading (“POAT”) regime set to come into force in January 2026.            

For more information on the POAT regime, see our Corporate Update Bulletin from 23 October 2025.

Corporate governance: Glass Lewis publishes 2026 Benchmark Guidelines          

On 4 December 2025, Glass Lewis published revised UK Proxy Voting Policy Guidelines (registration required) for 2026. The guidelines summarise investor sentiment on various topics ahead of the 2026 AGM season.

The revised guidelines will be of interest to, on the one hand, institutional investors and large asset managers looking to align their voting with best practice / market expectations; and on the other, to the boards of UK-listed companies looking to understand how Glass Lewis will assess their governance, remuneration, diversity, and other practices.

Key changes since last year’s guidelines include:

  • Committee size: The guidelines now typically advise shareholders to vote against (rather than abstain from) the re-election of the audit and / or remuneration committee chair if the committee does not meet minimum size requirements;
  • Key committees: For the purposes of director attendance, the guidelines clarify that the audit, remuneration, and nomination committees are considered the key committees;
  • Remuneration committee independence: The guidelines have been revised to clarify that only those who were independent at the time of appointment - and who continue to have no conflicts compromising their independence - should serve as chairs of the remuneration committee;
  • Gender diversity: The guidelines generally recommend voting against the re-election of the nomination committee chair if FTSE 350 boards do not have at least 40% women, in light of the impending deadline for the targets set out in the FTSE Women Leaders Review;
  • AIM board independence: The guidelines specify that AIM boards should be at least 50% independent and include a minimum of two independent non-executive directors; and
  • LTI vesting and holding periods: The section on voting for remuneration policy has been updated to reflect current market practice regarding vesting and holding periods for long-term incentives, as outlined in the UK Corporate Governance Code 2024.

Case law

Register of members: “mini-tender offer” is a proper purpose – Aviva plc v Litani LLC [2025] EWHC 3134 (Ch)

In a judgment that will be of interest to UK-listed companies - and especially those with a large number of retail shareholders - the High Court has held that a request under section 116 of the Companies Act 2006 for a copy of a company’s register of members for the purposes of making a “mini-tender offer” to its shareholders is a proper purpose.

Aviva plc sought a no-access order under section 117(3) CA 2006 after Litani LLC, a Delaware entity, requested a copy of the register in order to make offers to retail shareholders to purchase their Aviva shares at a discount of 17.5% below market value (with a maximum acceptance capped at 1% of Aviva’s share capital).

The court dismissed the application. Applying Fox-Davies v Burberry plc [2017] EWCA Civ 1129 and Burry & Knight Ltd v Knight [2014] EWCA Civ 604, it held that a commercial purpose is not improper unless it is genuinely exploitative or unscrupulous. The proposed offer, though commercially disadvantageous, was within acceptable limits. The fact that there were alternative deals available on better terms did not render the purpose improper.

Other points held by the court included:

  • The propriety of the purpose should be assessed at the hearing date, rather than at the date of the request;
  • The fact that some shareholders would never receive an offer, despite having their data disclosed to Litani, did not compromise the propriety of the purpose; and
  • Similarly, Litani’s lack of transparency about its ownership did not affect the propriety of its purpose (the test for which does not rely on good character).

The court declined to opine on the desirability of mini-tender offers, noting that they are both lawful and currently not subject to specific regulatory control in the UK.

National Security and Investment Act 2021: no compensation for forced divestment – R (L1T FM Holdings Ltd) v Chancellor of the Duchy of Lancaster [2025] EWCA Civ 1528

The Court of Appeal has confirmed that the absence of compensation beyond the proceeds of a mandatory sale ordered under the National Security and Investment Act 2021 (the “Act”) does not breach Article 1 of Protocol 1 (“A1P1”) to the ECHR. Receipt of the actual sale proceeds, even if below fair market value due to the government‑mandated divestment, was held to maintain a reasonable relationship of proportionality in the national security context.

LetterOne had acquired 100% of Upp Corporation Ltd, a fibre broadband start‑up, in January 2021 – however, a final order under the Act required divestment, and Upp was sold to Virgin Media O2 in September 2023. LetterOne received the sale price but no additional compensation.

The appeal challenged the High Court’s dismissal of a judicial review claim, arguing that A1P1 required compensation for any diminution in value caused by the forced sale. The Court rejected this, holding instead that proportionality under A1P1 does not demand full market value in every case. LetterOne had conducted an open market sale, retained the proceeds, and chose the buyer – the fact that it had been compelled to sell did not negate the otherwise ‘reasonable relationship of proportionality’ between the property’s value and the compensation provided.

Additionally, the court found that Parliament’s decision not to legislate for compensation, coupled with a discretionary hardship mechanism in section 30 of the Act, fell within the wide margin of judgement afforded in national security matters. It found that there is no Strasbourg authority requiring compensation for loss beyond sale proceeds in such circumstances.