February’s news

Takeover Panel publishes guidance on new jurisdictional framework for the Takeover Code

On 4 February 2025, the Takeover Panel published a new Note to advisers in relation to cancellation of admission to trading and a revised Note to advisers in relation to re-registering a public company as a private company. These notes reflect the new jurisdictional framework for the Takeover Code which took effect on 3 February 2025. In addition, the Takeover Panel has updated its webpage which explains how the Takeover Code applies to transition companies.

Report published on proposals to publicise FCA enforcement investigations

On 6 February 2025, the House of Lords Financial Services Regulation Committee published a report on the Financial Conduct Authority’s (FCA) proposals to publicise enforcement investigations. The committee recommends, among other things, that the FCA should not proceed with the proposals if it has not found an acceptable balance between realising the potential benefits for consumer protection and managing the potential risks to firms, individuals and to market stability.

PLSA publishes stewardship and voting guidelines 2025

On 13 February 2025, the Pensions and Lifetime Savings Association (PLSA) published its 2025 stewardship and voting guidelines. The guidelines provide a framework for pension schemes’ trustees and their advisers to drive responsible investment and influence positive corporate behaviour. The guidelines are available to PLSA members on the PLSA website.

Chancellor attempts to drive growth by speeding up securities trades

On 19 February 2025, HM Treasury announced that the UK will move to a T+1 settlement cycle for securities trading on its markets with effect from 11 October 2027.

PLSA responds to stewardship code consultation

On 19 February 2025, the Pensions and Lifetime Savings Association (PLSA) submitted a response to the Financial Reporting Council’s (FRC) consultation on proposed revisions to the UK Stewardship Code. While welcoming efforts to streamline reporting requirements, the PLSA expressed concerns about the proposed new definition of stewardship, which omits explicit references to environment and society.

Cross-sector guidance for board risk committees

On 21 February 2025, the Risk Coalition published new principles-based guidance for board risk committees and risk functions across all sectors. This follows the publication in 2019 of its guidance for board risk committees and risk functions in the UK financial services sector.

FTSE Women Leaders Review report

On 25 February 2025, the FTSE Women Leaders Review published a report on gender balance on boards and in leadership teams of the FTSE 350. The report sets out the findings as of 10 January 2025. The report assesses progress made against recommendations on the representation of women on boards and in senior leadership roles. It finds that, of the FTSE 350 companies, 43.3% of board roles were held by women which means that 73.4% of the FTSE 350 met or exceeded the target of a minimum of 40% women’s representation on the board.

FRC guidance on the going concern basis of accounting

On 25 February 2025, the FRC published a revised version of its guidance on the going concern basis of accounting and related reporting, including solvency and liquidity risks. The guidance is non-mandatory and is intended to serve as a practical guide to directors of all companies within its scope. It brings together the requirements and provisions of company law, accounting and auditing standards, listing rules, the UK Corporate Governance Code and other regulations relating to reporting on the going concern basis of accounting and solvency and liquidity risks.

FCA amends sustainability labelling and disclosure requirements

On 28 February 2025, the FCA announced amendments to its Handbook which modify sustainability labelling and disclosure requirements. The changes include anti-greenwashing provisions across multiple conduct of business sourcebooks, updates to sustainability labelling requirements, and revisions to on-demand sustainability information rules. The instrument extends the deadline for firms to comply with on-demand sustainability information requests from 2 December 2025 to 2 April 2026. Handbook Notice 127 describes these changes (as well as certain other changes introduced by previous instruments to other parts of the Handbook).

Looking ahead to March 2025

1 March – the Reporting on Payment Practices and Performance (Amendment) Regulations 2025 come into force on this date.

14 March – closing date for responses to FCA consultation on further proposals in relation to: (a) the public offers and admissions to trading regime, including changes to the Listing Rules; and (b) the new regulated activity of operating a public offer platform.

25 March – Companies House anticipates that individuals should be able to voluntarily verify their identity from this date, either directly with Companies House or through an authorised corporate service provider.

How we can support you

If you have any questions about how these regulatory developments may impact you, please contact us.