Recent Developments for UK PLCs — June 2026

Less Is More? FCA Review Indicates Smaller Market Sounding Exercises May Suffice 

On 20 April 2026, the FCA published a multi-firm review of market soundings in UK equity capital markets, analysing data from five banks across 63 transactions (of which 90% were market sounded) between January 2023 and June 2025. The review focused on 50 accelerated bookbuilds (ABBs) with a collective value of approximately £32 billion. 

The FCA found that, on average, 33 investors were sounded per transaction, with one exercise reaching nearly 90. Trading volumes fell by an average of 13% during sounding periods, although no material impact was observed on other market quality metrics such as spreads and market depth. Notably, the FCA observed that ABBs approaching an above-average number of investors did not see a meaningful increase in overall demand or oversubscription after launch, suggesting that smaller sounding exercises may, in some cases, be sufficient. While the FCA does not prescribe a limit on the number of market sounding recipients, it reminded firms that the risk of inside information leaking may increase as the scale of a sounding exercise grows, and encouraged firms to consider whether their policies and procedures appropriately reflect this risk. 

For listed companies considering equity raisings, the review is a timely prompt to engage with their advisers on the scope and conduct of any market sounding exercise. In particular, companies should ensure that their bookrunners are applying proportionate sounding practices and robust information barrier controls, given the FCA’s indication that it will continue to scrutinise this area through ongoing supervisory work.

Threshold for “Inside Information” May Be Lower Than You Think

In Finansinspektionen v. Carnegie Investment Bank AB (Case C-363/24), the Court of Justice of the European Union (CJEU) considered the scope of “inside information” under EU MAR. Carnegie held pledged shares in Starbreeze AB (a Swedish listed company) and, when the collateral fell in value, began selling those shares. It then received an email from Starbreeze’s head of communications stating that the company’s CEO and main shareholder had been placed on the insider list and could not sell shares, without disclosing the underlying reason (which was the resignation of Starbreeze’s CFO). Carnegie briefly paused but then resumed selling, and the Swedish regulator sought a fine of SEK 35 million for insider dealing. 

The CJEU held that a communication stating that a person has been included on an issuer’s insider list is not, in itself and without additional context, sufficiently precise to constitute inside information. However, the CJEU found that where such a communication is accompanied by further information (such as a statement that the person is prohibited from selling the issuer’s shares), it is capable of constituting information “of a precise nature”. The key test is whether a reasonable investor would be likely to use the communication as part of the basis of his or her investment decisions, such that the recipient would be placed in a more favourable position than other investors. 

The CJEU also confirmed that information need not be correct in order to constitute inside information. Even information that turns out to have been inaccurate may qualify as inside information if, at the time it was disclosed, it could be regarded as credible and was capable of conferring an economic advantage on the recipient over other investors. 

The decision is an important reminder for listed companies and their advisers to exercise caution in all communications relating to insider lists and trading restrictions. Even informal or incomplete communications, such as an email that does not state the reason for a person’s inclusion on an insider list, may cross the threshold of inside information under MAR if they are accompanied by contextual signals (such as a trading prohibition) from which a reasonable investor could draw conclusions about a potential price-sensitive event.

FRC Flags Ongoing Quality Issues Around Structured Digital Reporting

On 20 May 2026, the Financial Reporting Council (FRC) published its “Structured Digital Reporting: Insights 2025/26” report, setting out the findings of a detailed review of 30 UK listed companies’ 2024/25 digital annual reports, supplemented by market-wide analysis and engagement with preparers and software providers. 

The FRC found that most structured digital reports are well structured and comply with requirements; however, it identified a number of recurring quality issues. Key areas for improvement include inconsistent levels of tagging, tags selected on the basis of label wording rather than underlying accounting meaning, unnecessary use of company-specific extensions where standard tags exist, overly broad anchoring of extensions, and scaling errors affecting earnings per share data. The FRC also flagged concerns around website availability and accessibility of structured reports, validation errors and warnings not being resolved prior to filing, late filings, and inconsistent application of UK-specific tagging requirements. 

Listed companies and their reporting teams should take careful note of these findings. With the rapid adoption of AI tools, investors, analysts, and regulators increasingly rely on machine-readable data extracted from structured digital reports to compare company performance and inform investment decisions. Quality of structured digital reporting could potentially affect how a company’s financial information is consumed and assessed by the market.

English High Court Rules That Legal Advice Privilege Can Extend to Intra-Client Communications

In Aabar Holdings S.A.R.L. & Others v. Glencore Plc and Others ([2026] EWHC 877), arising from a securities class action against Glencore, the English High Court held that legal advice privilege is capable of protecting communications between members of the narrowly defined “client” group within an organisation, even where those communications are not shared with, or intended to be shared with, a lawyer. 

Picken J found that no binding authority prevented such “intra-client” communications from attracting privilege, provided their dominant purpose was to seek or receive legal advice, reasoning that they are the “mirror image” of a law firm’s internal working papers. The existing narrow definition of who constitutes the “client” within an organisation continues to apply, while uncertainty remains as to the precise scope of this ruling, particularly in the context of large corporate groups.

Listed companies should carefully consider how they define and document the groups of personnel authorised to seek legal advice, and ensure that internal communications generated in connection with legal matters are structured with privilege in mind. For further detail, see this Latham blog post. 

FCA Regulatory Initiatives Grid: Key Developments for UK Listed Companies

The FCA published its updated Regulatory Initiatives Grid in May 2026, which includes several workstreams of note for UK listed companies:

• Sustainable Finance: The government published the final, UK-endorsed ISSB Standards (known as UK Sustainability Reporting Standards – UK SRS) in February 2026, and the FCA’s Consultation Paper 26/5 (which was open from 30 January to 20 March 2026) set out proposals for requiring UK listed companies to report against UK SRS via FCA rules, with a Policy Statement expected in autumn 2026. 
  The government will separately consider the future role of UK SRS within the Companies Act 2006 as part of its Modernising Corporate Reporting Programme. 
• Disclosure and Transparency Rules: The FCA has announced a review of its Disclosure and Transparency Rules to consider whether changes are needed to make UK public markets more attractive while maintaining high standards and market integrity. This review builds on the significant reforms to the Listing Rules in 2024 and the new prospectus rules that came into force in January. The FCA plans to publish a public document in Q3 2026. 
• UK Listing Rules (Investment Entities): The FCA is bringing forward a review of certain aspects of the UK Listing Rules as they apply to investment entities, including whether current eligibility criteria (particularly regarding risk-spreading) may be unduly restrictive. It will also conduct targeted work to assess how rules ensure that boards support strong shareholder rights and engagement and manage conflicts of interest, with proposals expected in a consultation paper before the end of Q4 2026. 
• T+1 Settlement: The government will legislate for a T+1 standard settlement cycle for securities trades to be mandatory from 11 October 2027. Firms are expected to prepare for that date as the first day of trading under the new standard following the recommendations of the Accelerated Settlement Taskforce.