Corporate Law Update: 15 - 21 March 2025
21 March 2025This week:
- The FCA publishes Primary Market Bulletin 54, with guidance and warnings on leaks during M&A transactions
- Companies House publishes new guidance on identity verification
- The Government is consulting on introducing mandatory ethnicity and disability pay gap reporting for larger employers
FCA issues warning and guidance on leaks on M&A transactions
The Financial Conduct Authority (FCA) has published Primary Market Bulletin 54, in which it has issued guidance and warnings around leaks on M&A transactions.
The Bulletin notes that the FCA has seen an increase in deliberate leaks of material information to the press in connection with live M&A transactions. It cites, as an example, leaks of discussions between target and bidder boards on a takeover following an approach.
It notes that leaked information can constitute inside information under article 7 of the UK Market Abuse Regulation (UK MAR) and expresses concerns that leaks can cause significant movement in share prices and trigger the improper dissemination of information.
The Bulletin reminds issuers and advisers that unlawful disclosure of inside information is prohibited by article 14 of UK MAR and that the FCA can impose unlimited fines, order injunctions, or prohibit regulated firms or approved persons in response.
Read FCA Primary Market Bulletin 54 on leaks on M&A transactions
Companies House publishes new guidance on identity verification
Companies House has published new guidance to individuals on the process for verifying their identity for company law purposes.
Under changes implemented by the Economic Crime and Corporate Transparency Act 2023, certain individuals will be required to complete identity verification (IDV). This includes company directors, members of limited liability partnerships, persons with significant control (PSCs), and managing officers of certain legal entities.
Individuals will be able to undergo IDV on a voluntary basis from 8 April 2025. IDV will become mandatory from Autumn 2025, with a 12-month transitional period for existing directors.
An individual will also need to complete IDV if they wish to file documents on behalf of their employer or become an authorised corporate service provider (ACSP).
The guidance confirms that individuals will be able to complete IDV directly with Companies House (either online or at a Post Office) or indirectly through an ACSP.
Read Companies House’s new guidance on identity verification
Government consults on ethnicity and disability pay gap reporting
The Government is consulting on introducing new mandatory ethnicity and disability pay gap reporting for large employers.
If implemented, the proposals would affect businesses that employ 250 or more employees. Organisations of this size are already required to report on their gender pay gap.
Any new requirements would be modelled on the existing gender pay gap reporting regime, including the same reporting measures and calculations. These include mean and median differences in hourly pay and bonus pay, and reporting across pay quartiles.
The proposals would also require employers to report on the breakdown of their workforce by ethnicity and disability and the percentage of employees who did not disclose their ethnicity or disability.
The Government is also seeking views on whether to require employers to produce action plans, including how they intend to close any gap.
Ethnicity reporting would follow the detailed classifications in the Government Statistical Service (GSS) ethnicity harmonised standard used for the 2021 UK Census. The consultation explains different options for comparing ethnicities and dealing with ethnic groups with a small number of employees.
Disability reporting would follow a binary model (comparing “disabled” and “non-disabled”), rather than reporting on gaps between different impairment types. The regime would adopt the definition of “disability” in the Equality Act 2010.
The deadline for responding to the consultation is 10 June 2025.
Read the Government’s consultation on mandatory ethnicity and disability pay gap reporting
Access the Government Statistical Service ethnicity harmonised standard
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