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White & Case LLP

2025 Summer review - M&A legal and market developments

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We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. Our Summer 2025 review examines these developments and provides practical...more

White & Case LLP

FTSE 350: Snapshot of AGM Key Trends – August 2025 Update

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As we move to the end of the 2025 AGM season, we have updated our analysis of how FTSE 350 companies have held their AGMs since January. Our review highlights emerging trends in shareholder communications, the evolution of...more

Goodwin

“Shareholder Rule” Snuffed Out: Practical Implications for UK Companies and Shareholders

Goodwin on

When a client seeks legal advice from a lawyer, the confidential communications between them, which are made for the sole or dominant purpose of seeking and receiving legal advice, are protected by legal professional...more

Hogan Lovells

The Emperor has no clothes: Privy Council strips down the Shareholder Rule and Hong Kong watches

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The Shareholder Rule is a legal doctrine under which a company is generally precluded from asserting legal professional privilege to withhold documents from a shareholder in the course of litigation involving both the company...more

Herbert Smith Freehills Kramer

UK Public M&A Monthly Activity Update: July 2025

In July 2025, there were five Rule 2.7 announcements made across the UK public M&A market and three further possible offers announced....more

Paul Hastings LLP

UK Equity Capital Markets Insights — August 2025

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In this edition of UK Equity Capital Markets Insights, we cover the following developments: • Consultation by the UK Takeover Panel on IPO Disclosures and Dual Class Share Structures - • The Publication of the UK FCA’s...more

A&O Shearman

UK Mansion House 2025: UK government supports digitisation of UK shareholding framework

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The Digitisation Taskforce has published its final report, recommending a three-step plan to modernise the UK shareholding framework by eliminating paper share certificates and transitioning to a fully digitised and...more

BCLP

Legal Privilege - the King has been advised - the Shareholder Rule no longer applies under English Law

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Yesterday in a landmark decision, Jardine Strategic Limited v Oasis Investments II Master Fund Ltd and others, the Privy Council, on appeal from Bermuda’s Court of Appeal, has changed the law....more

Mayer Brown

Faqs – What US Clients Need to Know About PISCES – a New Secondary Private Stock Market in the UK

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WHAT ARE THE KEY DRIVERS FOR REFORM? The UK Treasury ("HMT") noted the following as drivers for reform: A key challenge for private companies is that, at early stages in their growth, there are no standardised ways...more

Ropes & Gray LLP

Petrofac Restructuring Plans Overturned: When Considering Restructuring Surplus’ Allocation, Sharing is Caring

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In a much-anticipated judgment (Saipem SPA & Ors v Petrofac Limited & Anor [2025] EWCA Civ 821), the English Court of Appeal overturned the High Court’s sanction of Petrofac’s restructuring plans (the Plans). Petrofac was...more

Mayer Brown

FAQs – What US Clients Need to Know About PISCES – A New Secondary Private Stock Market in the UK

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WHAT ARE THE KEY DRIVERS FOR REFORM? The UK Treasury ("HMT") noted the following as drivers for reform: A key challenge for private companies is that, at early stages in their growth, there are no standardised ways...more

Hogan Lovells

Summary of UK Takeover Panel Practice Statement 35 (PS35): Profit forecasts, quantified financial benefits statements and...

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PS35 provides further guidance on how the Panel usually applies Rule 28 (profit forecasts and quantified financial benefits statements) in practice. Rule 28 lays out relatively stringent regulatory obligations/reporting...more

Hogan Lovells

Summary of UK Takeover Panel Practice Statement 36 (PS36): Unlisted share alternatives

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PS36 provides guidance on how the Panel usually applies Takeover Code provisions relating to an unlisted share alternative to a cash offer (stub equity), emphasising that the Panel should be consulted at an early stage...more

Latham & Watkins LLP

Digitisation Taskforce Unveils the End of Paper Share Certificates

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Final report recommends the digitisation of UK shareholdings through a fully intermediated system of shareholding, with an interim phase of digitised share registers....more

Akin Gump Strauss Hauer & Feld LLP

The UK Takeover Panel’s Guidance on “Stub Equity” In Take-Private Transactions

On 3 July 2025, the UK Takeover Panel (Panel) published a new Practice Statement 36 (PS 36), which provides formal guidance on how the Panel will interpret and apply the Takeover Code to an “unlisted share alternative” (known...more

Mayer Brown

UK Regulatory Update Asset Management Sector - Quarterly Newsletter Q2 - 2025

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FCA finalises rules for PISCES – new secondary private stock market – On 10 June 2025, the FCA issued its final rules for the Private Intermittent Securities and Capital Exchange ("PISCES"). PISCES is a new type of private...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK Public Markets Monitor – Q2 2025

AIM Consultation Paper - 7 April 2025 / LSE - The London Stock Exchange (LSE) initiated a significant consultation on the Alternative Investment Market (AIM). The discussion paper sought feedback from market participants...more

Paul Hastings LLP

UK Equity Capital Markets Insights — July 2025

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As noted in the April edition of this newsletter, the FCA consulted in February 2024 and November 2024 on proposed measures to update and streamline its enforcement guide and to increase transparency in how it goes about...more

BCLP

UK Corporate Briefing - July 2025

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss...more

Herbert Smith Freehills Kramer

Disclosure in scheme booklets: too long, too repetitive

Following ASIC’s recent discussion paper and symposium on the dynamics between private and public markets, market commentators have expressed concerns regarding the length and complexity of public market transaction...more

A&O Shearman

Reflections on the 2025 AGM and reporting season

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As the 2025 AGM and reporting season passes its peak, we have produced a note of our reflections on what we’ve seen in the market so far this year, and developments we’re expecting in the coming months. The key themes...more

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

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The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more

Herbert Smith Freehills Kramer

UK Public M&A Monthly Activity Update: May 2025

In May 2025, there were eleven Rule 2.7 announcements made across the UK public M&A market and ten further possible offers announced. Firm Offers announced this month: Recommended cash offer by Tristan Capital Partners for...more

Goodwin

UK Employee Share Plans: 6th of July HMRC Reporting Deadline

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Businesses that award shares, options or other securities to UK employees, directors or officer holders need to be aware of the July 6 deadline to submit an Employment Related Securities (ERS) annual return to HM Revenue &...more

Akin Gump Strauss Hauer & Feld LLP

Case Comment: Petrofac Restructuring Plans

The Petrofac group, a leading international service provider to the energy and infrastructure industries, has successfully obtained an order sanctioning two inter-conditional restructuring plans (Plans). We explore here the...more

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