Recent Developments for UK PLCs — May 2026

FCA to Cut Seven-Day IPO Research Delay in Bid to Boost UK Listings

On 27 April 2026, the FCA published Consultation Paper CP26/14, proposing changes to the COBS 11A rules governing information flows during UK equity IPOs. The rules were introduced in 2018 to improve the quality of information during IPOs and to encourage the production of unconnected (independent) research. However, market feedback has consistently suggested the requirements have not achieved their intended effect and have instead added unnecessary market risk and costs — putting the UK at a comparative disadvantage against other listing venues. 

The FCA proposes to: 

• remove the mandatory waiting period between the publication of an approved registration document or prospectus and connected research. Under the proposed changes, banks will be able to publish connected research simultaneously with the approved registration document or prospectus — thereby shortening the “public” period of an IPO process by seven days in most cases. 
• remove the requirement that syndicate banks share the same information with unconnected analysts as they do with their own connected research analysts. Unconnected analysts would still be free to request information from issuers and negotiate terms on a commercial basis, as was the position prior to 2018. 

The consultation paper also asks whether the requirement to publish an approved registration document or prospectus before connected research remains beneficial, and whether the conflicts of interest rules and guidance on pre-mandate analyst/issuer communications remain appropriate. 

Companies considering an IPO and their advisers should monitor developments in this area, as the proposed changes would materially affect the dynamics and length of the UK IPO process. The deadline for responses to the consultation is 29 May 2026.

UK Small-Cap Issuers Targeted by Manipulative Investment Approaches

On 16 March 2026, the FCA published Primary Market Bulletin 62 highlighting concerns that UK micro-cap and small-cap issuers are being targeted as part of manipulative schemes designed to affect their share prices. The FCA has identified an increase in two particular types of manipulation:

• Fake investor takeover approaches: where bad actors pose as genuine investors seeking to make an offer for the entire share capital of an issuer. These parties may either leak news of the supposed takeover online or push the issuer to disclose the approach to the market, with the aim of inflating the share price so that the parties can profit from the movement.
• Pump-and-dump equity fundraising schemes: where an issuer is approached about equity fundraisings that involve the issuance of large numbers of warrant instruments. The FCA has identified several such fundraises that appear to have been carried out shortly before significant upward price movements in the targeted issuer’s share price. Those movements were potentially caused by pump-and-dump schemes involving online advertising that may contain false or misleading information about the issuer. Warrants were then exercised and the shares sold at the increased share price.

The FCA emphasises to directors of listed companies and their advisers the importance of carrying out appropriate due diligence on any approach before engaging further with a proposal. The FCA noted that it is increasingly using data and technology to identify and review these situations and will continue to strengthen its detection capabilities.

FCA Opens the Door to Greater Flexibility on Working Capital Disclosures

On 27 March 2026, the FCA published Primary Market Bulletin 63 setting out proposed changes to the guidance on working capital statement disclosures in prospectuses, and provided an update on a series of minor rule amendments made through recent Quarterly Consultation Papers to address snagging issues arising from its reforms to the listing and prospectus regimes.

The changes include:

• Revised working capital statement guidelines: The FCA is consulting on revised guidelines for working capital statement disclosures following extensive stakeholder engagement. The proposed guidelines would allow issuers to take into account financing under uncommitted facilities in their working capital calculations in certain circumstances. 
  The aim is to provide flexibility so that a clean working capital statement may be given where a judgement can be made that it is appropriate to rely on uncommitted facilities, provided that appropriate disclosure is made. This would allow issuers to avoid the costs of obtaining committed financing solely for the purpose of giving a clean working capital statement. 
• Handbook amendments to address post-reform snagging issues: PMB 63 also recaps the series of amendments the FCA has made to the UK Listing Rules and PRM sourcebook since September 2025, addressing unintended issues that emerged following the reforms. The FCA has indicated that further minor amendments may follow and intends to consult on any additional issues in Q4 2026, encouraging market participants to notify it of any further snagging issues by the end of August 2026.

Proposed Corporate Re-Domiciliation Regime Signals UK Is Open for Business

On 25 March 2026, the Department for Business and Trade published a consultation paper seeking views on the implementation of an inward-only corporate re-domiciliation regime, which would enable foreign-incorporated companies to change their place of incorporation to the UK while maintaining their legal identity. The proposed regime is broadly based on the proposals set out by the Independent Expert Panel in its report to government published in October 2024. The regime will require primary legislation and the consultation is open until 19 June 2026. 

Among other things, the consultation seeks views on:

• The broad principles of the regime: re-domiciliation should be available to solvent body corporates intending to carry on business; applicants should have flexibility to become a private or public UK company; and, once re-domiciled, the body corporate should be treated in the same way as a company originally incorporated in the UK. 
• The proposed eligibility criteria: which broadly align with the Panel’s recommendations, though notably, the government does not propose to implement the Panel’s suggestion for a reserve power for the Secretary of State to make regulations stopping body corporates applying from certain countries identified as problematic. 
• The effects of re-domiciliation: including the extent to which legislation should confirm the continuation of the body corporate’s existing legal personality and pre-existing rights, obligations, and liabilities. 
• Tax considerations: including necessary changes within tax legislation and the potential for a double charge to arise on securities already held in the depositary interest structure that would subsequently become subject to Stamp Duty Reserve Tax as a result of re-domiciliation. The government assumes that no double charge would arise, but it expressly seeks views on the point. 
• The applicable insolvency regime and creditor protection: including the proposal that the “vulnerable period” for antecedent transactions should be capable of extending back beyond the date of re-domiciliation. 

The government has concluded that it would proceed with an inward re-domiciliation regime, which would cater for companies moving to the UK, but not an outward regime where companies could re-domicile out of the UK. The government stated that it considers the potential drawbacks of an outward regime to outweigh the benefits. 

EU Inc. Proposals to Stop Europe’s Best Startups Fleeing to the US

On 18 March 2026, the European Commission published its proposal for a pan-European corporate framework that would enable the incorporation of EU Inc. companies, a new harmonised corporate legal form. The initiative responds to concerns that fragmented corporate rules are driving high-growth European companies to redomicile — with roughly one in four having created a parent outside the EU, most commonly in the US. 

Key proposals include:

• An EU Inc. may be founded within 48 hours, for less than €100 and with no minimum share capital, through a fully digital interface.
• EU Inc. companies would have access to fully digital liquidation procedures. Innovative startups would have access to simplified insolvency procedures to facilitate the winding-down of operations. 
• EU Inc. companies would be able to set up EU-wide employee stock option plans. The stock option would only be taxed on the income generated once it is sold. 
• Multiple classes of shares with differing voting or economic rights would be permitted, including dual-class structures. 

The startup-friendly nature of these proposals can be contrasted against the existing Societas Europaea (SE) legal form, designed for large public limited liability companies, which can (broadly) only be created by corporate groups that are active in or subject to the jurisdictions of at least two EU countries and that requires a minimum subscribed capital of €120,000.

The proposal will be discussed by the European Parliament and the Council, with the Commission targeting agreement by the end of 2026. Businesses, their advisers, and investors should monitor the process closely as the proposal could offer a materially different corporate framework for companies considering EU incorporation, particularly those seeking to attract cross-border investment and access European public markets.