Corporate fundamentals

This subtopic contains a series of fundamentals notes. They are each presented in a simple question and answer format that follows a logical sequence and covers the key legal and practical issues on a particular corporate topic, as well as common queries. Each of the fundamentals notes contains links to Practice Notes and standalone Q&As

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Latest Corporate News

PISCES—HM Treasury announces legislation to boost capital markets and support emerging companies under FSMA 2023

HM Treasury has announced that it will launch the private intermittent securities and capital exchange system sandbox (PISCES) to support emerging companies and strengthen the UK’s capital markets. The new platform is planned to provide a controlled environment in which private companies can trade shares during designated periods, offering them a structured way to access capital and progress toward potential public listings. The framework is set out in the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025. These Regulations were made on 14 May 2025, laid before Parliament on 15 May 2025, and are scheduled to come into force on 5 June 2025. They define what constitutes PISCES, specify the conditions under which shares may be traded during intermittent periods, and establish strict eligibility criteria for operators and market participants.

FRC publishes stakeholder feedback on digital reporting discussion paper

The Financial Reporting Council (FRC) has published stakeholder feedback on its August 2024 ‘Opportunities for Future UK Digital Reporting’ discussion paper, highlighting broad support for digital reporting. Responses from preparers, regulators, and software vendors addressed the implementation of digital reporting requirements in a post-EU exit environment and under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). Key findings revealed strong support for continued collaboration between regulators and preparers to reduce complexity, calls for improved guidance and support materials, and the need to balance UK-specific reporting requirements with international comparability. While no specific decisions on digital reporting will be made by the FRC in 2025, the feedback will inform ongoing development and technical approaches across UK regulatory bodies.

Corporate weekly highlights—8 May 2025

This week's edition of Corporate weekly highlights includes: the publication of technical advice by the European Security and Markets Authority (ESMA) as part of the implementation of the European Listing Act, and a Scottish case relating to a refusal of a reclaiming motion concerning an alleged conspiracy to conclude an investment and share purchase agreement. This week’s edition also includes free access to a webinar on corporate governance developments in 2024 and 2025, presented by expert speakers, courtesy of LexisNexis® Webinars.

ESMA publishes technical advice as part of Listing Act implementation

The European Securities and Markets Authority (ESMA) has published its technical advice to the European Commission to facilitate the effective implementation of Directive (EU) 2024/2811 (the Listing Act), by advising on the delegated acts to be adopted and amended concerning the Market Abuse Regulation (EU) 596/2014 (EU MAR) and the Markets in Financial Instruments Directive 2014/65/EU (MiFID II). Regarding EU MAR, the advice identifies critical moments for public disclosure during protracted processes, clarifies the circumstances in which delayed disclosure is not permitted, and proposes a methodology under the Cross-Market Order Book Mechanism (CMOB) to pinpoint trading venues with significant cross-border activity. With respect to MiFID II, it examines the criteria for registering multilateral trading facilities and their segments as small and medium-sized enterprise (SME) growth markets.