Recent Developments for UK PLCs — October 2025

FCA Proposes to Relax Disclosure Requirements for Share Buybacks 

On 10 September 2025, the FCA published its quarterly consultation paper No.49, which proposed (among other things) amendments to its UK Listing Rules such that listed companies would notify their share buyback by the end of the seventh daily market session following the date of execution, rather than “as soon as possible” by the next business day. This change would align the timing and frequency of post-trade share buyback notifications under the UK Listing Rules with the requirements for the buyback programme exemption under UK MAR.

This consultation follows the FCA’s review of share buybacks in UK listed equities published in August 2025. The review noted feedback from market participants that certain disclosure requirements and restrictions under the UK Listing Rules and MAR buyback regime reduce the efficiency of buyback programmes. 

The deadline for responding to the consultation is 15 October 2025.

Landmark Decision Confirms Companies Can Assert Legal Advice Privilege Against Shareholders

On 24 July 2025, the Privy Council handed down its decision in Jardine Strategic Ltd v. Oasis Investments II Master Fund Ltd and Others (No 2) (Bermuda) [2025] UKPC 34 (Jardine), abolishing the so-called “Shareholder Rule” exception to legal advice privilege. The Shareholder Rule prevented a company, in the course of litigation against its shareholders, from withholding documents from inspection on the basis that the documents are covered by legal advice privilege.

Although this a Privy Council decision, the Privy Council gave a “Willers v. Joyce” direction — meaning that the domestic courts of England and Wales should treat this decision as also representing the law of England and Wales.

Jardine is of particular relevance in light of the growing number of claims pursued in the English courts by shareholders pursuant to Sections 90 and 90A of the Financial Services and Markets Act 2000 for allegedly untrue or misleading statements in or omissions from a company’s published information, in which shareholders have sought to rely on the Shareholder Rule to inspect legal advice given to the company (as was the case in G4S and Glencore).

The ruling should provide comfort to companies and their directors, who can rest assured that the legal advice they obtain will not be at risk of being disclosed to their shareholders in any subsequent litigation against their shareholders (subject to the usual exceptions to legal advice privilege).

For further information, please see this Latham blog post. 

FCA Flags Market Abuse Risks at Small and Mid-Cap Corporate Finance Firms

On 8 September 2025, the FCA published Market Watch 83, highlighting key risks and expectations at smaller firms for handling inside information, especially around market soundings, controls, and personal account dealings.

Although the publication focuses on financial firms and brokers, UK listed companies should consider adopting certain best practices recommended by the FCA: 

• The number of persons being wall-crossed during market soundings should be tightly controlled, with management approval of recipient lists and consistent information shared with all market sounding recipients. 
• Written policies and procedures should be implemented and accessible, with robust information barriers and independent compliance oversight.
• Personal account dealing rules should be enforced, with pre-clearance and follow-up on breaches, and with management setting a good example rather than undermining these controls.

The FCA warns that weak controls in these areas increase market abuse risk and may lead to enforcement. Companies should review their arrangements, update protocols, and ensure all staff and advisers understand and follow best practice.

Directors and PSCs Subject to New Companies House Identity Verification Requirements 

From 18 November 2025, new mandatory identity verification (IDV) requirements will apply to directors of UK companies (or overseas companies with a registered UK establishment) and registrable persons with significant control (PSCs) of UK companies.

Directors and PSCs will also be able to check the Companies House register from 18 November to see the IDV due dates for all their roles.

For further information, including the applicable deadlines and IDV process, please see this overview.

Latham US FPI Guide — 2025 Edition

The 2025 update to The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States is now available. The new edition has been updated for recent legal developments and includes the topics that are of most interest to foreign private issuers and their advisors when engaging in US capital markets transactions.

UK companies listed in the US (including those dual-listed in the US and UK) should note the following updates:

• Section 13 reporting requirements of beneficial ownership interests to reflect the end of the transition period for the changes confirmed by the SEC in October 2023. These include a reduction of filing deadlines, clarified disclosures for derivative securities, and defined “groups” for reporting purposes.
• The latest regulatory developments impacting the US Foreign Corrupt Practice Act enforcement priorities, and the US sanctions regime, including regulatory scrutiny of outbound investments in “countries of concern” (currently China, Hong Kong, and Macau).