SUMMARY
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss:
FCA fines an employee for insider dealing
On 13 October 2025 the FCA fined an employee £100,281 for insider dealing for selling his own and close family member’s entire shareholding whilst in possession of, and using, inside information.
FCA Primary Market Bulletin No.58
This latest edition of Primary Market Bulletin discusses the implementation timing for the new prospectus regime and consults on new guidance notes to supplement the new regime.
FRC publishes Annual Review of Corporate Reporting
The Financial Reporting Council (FRC) has published its Annual Review of Corporate Reporting. The quality of reporting by the FTSE 350 has been maintained but the report suggests areas for improvement.
FCA FINES AN EMPLOYEE FOR INSIDER DEALING
On 13 October 2025 the FCA fined an employee for insider dealing for selling his own and close family member’s entire shareholding whilst in possession of, and using, inside information. The FCA has imposed a financial penalty of £100,281 (reduced from £126,575).
FCA fines an employee for insider dealing; insight and analysis
FCA PRIMARY MARKET BULLETIN NO.58
This latest edition of Primary Market Bulletin discusses the implementation timing for the new prospectus regime and consults on new guidance notes to supplement the new regime.
FCA Primary Market Bulletin No.58; insight and analysis
FRC PUBLISHES ANNUAL REVIEW OF CORPORATE REPORTING
In summary:
- The quality of reporting by FTSE 350 companies has been maintained.
- Key areas for improvement are impairment, cash flow statements and explanations of key assumptions.
- A lower proportion of reviews resulted in substantive enquiry letters and restatements.
- Lack of internal consistency within the annual report and accounts continues to be a significant driver of queries.
TCFD AND CLIMATE REPORTING
The FRC continue to review the extent to which material information about the effects of climate change is incorporated into the financial statements, and the consistency with the degree of emphasis placed on climate-related risks and uncertainties identified in companies’ narrative reporting. They received fewer substantive queries in respect of TCFD, CFD* and climate-related narrative reporting in 2024/25 (2% of reviews, 2023/24: 4%) and conclude that this is on the basis that companies are becoming more familiar with reporting in accordance with this framework.
The FRC questioned companies that did not provide a qualitative or a quantitative analysis of the resilience of the company’s business model and strategy considering different climate-related scenarios and challenged a parent company that headed a large group that incorrectly applied the small companies’ exemption from presenting a strategic report (including the CFD disclosures). They also asked one company to explain an apparent inconsistency between the reporting boundary used for its principal greenhouse gas (GHG) emissions target disclosed under the TCFD framework, and that for GHG data reported elsewhere in the annual report and accounts, and to confirm the basis of calculation of this target.
Companies in scope of the relevant requirements should ensure that:
- disclosures are clear, concise and entity-specific;
- it is clear how any material financial impact of climate change has been reflected in the financial statements; and
- all CFD disclosure requirements are provided in the annual report and accounts. Unlike the FCA Listing Rules for TCFD, cross-referencing to information presented outside the annual report does not comply with the requirements in the Companies Act 2006. CFD disclosures are also mandatory and are not on a ‘comply or explain’ basis.
*CFD are disclosures by AIM and large private companies in accordance with the requirements in the Companies Act 2006.
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