December’s news

Takeover Panel confirms changes to the Code

On 2 December 2025, the Code Committee of the Takeover Panel published Panel Statement 2025/18 confirming the amendments that it has adopted to the Takeover Code in relation to companies with a dual class share structure, IPOs and share buybacks. The amendments take effect on 4 February 2026.

Glass Lewis publishes 2026 UK proxy voting policy guidelines

On 4 December 2025, Glass Lewis published its 2026 UK proxy voting policy guidelines. The purpose of the proxy guidelines is to serve as a framework that facilitates shareholder voting in favour of governance structures that will drive performance and promote and maintain long-term shareholder value. The 2026 Benchmark Proxy Voting Policy Guidelines will apply to shareholder meetings held after 1 January 2026.

New relief from SDRT

On 4 December 2025, the draft Finance Bill 2026 started its passage through Parliament. Clause 82 of the Finance Bill will introduce a new relief from SDRT for transfers of chargeable securities in newly listed companies. The relief applies to agreements to transfer all chargeable securities (not only shares) in a company, for a three-year period from the admission of that company’s shares to the official list, provided that the listing took place on or after 27 November 2025.

FCA consults on new listing processes

On 5 December 2025, the Financial Conduct Authority (FCA) published a consultation paper on further changes to the listing processes for new securities, the UK Listing Rules and the rules for the new public offers and admissions to trading (POAT) regime.

GC100 publishes guidance on holding virtual meetings of shareholders

On 8 December 2025, GC100 published its guidance for virtual meetings of shareholders. The recommendations included in the guidance seek to ensure that the quality and effectiveness of shareholder engagement in a virtual context are maintained, that transparency is enhanced and that board accountability is preserved. The guidance notes that while Government plans to amend the Companies Act 2006 to clarify that virtual meetings are allowed, this change is not expected to override existing company articles. Companies without appropriate provisions in their articles will need shareholder approval to amend them before conducting virtual meetings.

PEG publishes its annual monitoring report

On 9 December 2025, the Pre-Emption Group (PEG) published its third annual report on the use of its principles for disapplying shareholder pre-emption rights. The report examines the implementation of the principles by the 364 FTSE 350 companies that held AGMs between 1 August 2024 and 31 July 2025. The report indicates increased uptake of the 2022 Statement of Principles by FTSE 350 companies seeking shareholder authority to disapply pre-emption rights in line with the enhanced general disapplication thresholds permitted under the guidelines.

QCA publishes report on application of the QCA Corporate Governance Code

On 9 December 2025, the Quoted Companies Alliance (QCA) published a report which sets out findings from a review of take-up of the QCA Corporate Governance Code and how it is applied by the quoted companies that adopt it. The report highlights that the QCA Code remains the preferred governance framework for small and mid-sized quoted companies in the UK and is widely applied across AIM, Aquis Stock Exchange and companies in the transition category on the LSE’s Main Market.

New Stewardship and Voting Guidelines published

On 11 December 2025, Pensions UK (formerly the PLSA) published its Stewardship and Voting Guidelines 2026. The guidelines provide practical guidance for pension schemes considering how to exercise their voting rights on key areas of concern during the 2026 AGM season. Areas where amendments have been made include AI and cybersecurity, governance, climate and sustainability, social factors and workforce, and equality, diversity and inclusion.

ISSB amends disclosure requirements for greenhouse gas emissions

On 11 December 2025, the International Sustainability Standards Board (ISSB) issued targeted amendments to greenhouse gas emissions disclosure requirements in IFRS S2. This is following feedback received on the ISSB consultation on its exposure draft on proposed amendments to IFRS S2 in April 2025. The amendments are effective for reporting periods beginning on or after 1 January 2027, with early application permitted.

New edition of the Regulatory Initiatives Grid published

On 11 December 2025, the Financial Services Regulatory Initiatives Forum published the ninth edition of its Regulatory Initiatives Grid. The Grid is generally published twice a year and sets out the regulatory pipeline for the next two years to help the financial services sector manage the operational impact of planned reforms.

Minor changes to the Takeover Code published

On 15 December 2025, the Code Committee of the Takeover Panel published Panel Statement 2025/20 and Instrument 2025/2, which make minor amendments to the Takeover Code. The definition of the FCA Handbook has been amended to remove references to the Prospectus Regulation Rules. It now simply refers to ‘The Financial Conduct Authority’s Handbook of rules and guidance’. Amendments to Rule 2.9 are also made, requiring parties to an offer to include their legal entity indentifier in any announcement that is made.

Looking ahead to January 2026

1 January – FCA intends to consult this month on sustainability reporting requirements for UK listed companies.

1 January – Provision 29 of the Corporate Governance Code 2024 (which includes a new requirement for a board declaration regarding the effectiveness of material controls) takes effect for financial years starting from this date.

1 January – new UK Stewardship Code 2026 applies from this date.

1 January – Glass Lewis 2026 UK proxy voting policy guidelines apply for shareholder meetings held from this date.

1 January – Companies (Directors’ Report) (Payment Reporting) Regulations 2025 take effect for financial years beginning on or after this date. The regulations introduce a requirement for large companies to report annually on their supplier payment practices and performance in the directors’ report.

16 January – last day for approval of documents prepared under the existing prospectus regime.

19 January – new public offers and admissions to trading (POAT) regime comes fully into force, replacing the EU-derived prospectus framework. From this date, the FCA’s new rules governing admissions to trading in the PRM sourcebook become effective, as well as consequential changes to the UKLRs and new rules in MAR for firms operating multilateral trading facilities.

19 January – closing date for FCA consultation on proposals to simplify the listing applications process in UKLR 20 and make other minor changes to the UKLRs, together with amendments to the PRM sourcebook and DTRs in relation to the POAT regime.