UK Law and Practice Contributed by: Gareth Sykes, James Palmer, Isobel Hoyle and Hannah Whitney, Herbert Smith Freehills Kramer
• Financial Services and Markets Act 2000 (FSMA) – this Act sets out the UK regime for financial services and securities law. In particular, there are restrictions on offering securities and a requirement for companies to produce a prospectus when they offer their securities to the public (subject to certain exceptions). Again, this Act has been amend - ed since it came into force. In June 2023, the Financial Services and Markets Act 2023 became law. It is being brought into force on a phased basis and, once fully in force, will implement significant reforms to the UK’s financial services regulatory regime, including revoking EU-derived laws relating to financial services and granting enhanced rule-making powers to UK financial services regulators (including the Financial Conduct Authority (FCA), the main regulator of UK listed com - mercial companies). In addition, general partnerships, LPs and LLPs are governed by the Partnerships Act 1890, the Limited Partnerships Act 1907 (which is being significantly amended by the ECCTA) and the Limited Liability Partnerships Act 2000, respec - tively. A key source of a company’s corporate govern - ance requirements is its articles of association. The articles of association govern the internal affairs of the company and regulate a great range of matters (subject to the requirements of the Companies Act). These include the rights attached to the company’s shares (including voting rights), the powers of the directors, the regulation of shareholders’ and directors’ meet - ings, the alteration of capital and the transfer of shares. The key corporate governance codes and prin - ciples in the UK include the following.
• The UK Corporate Governance Code (the “Governance Code” ), which is produced and overseen by the Financial Reporting Council (FRC) (see 1.3 Corporate Govern- ance Requirements for Companies With Publicly Traded Shares for further details on the Governance Code and its application). The current edition was published in January 2024, replacing the 2018 edition with effect from financial years starting on or after 1 January 2025 (except for amendments to one of the reporting provisions which will apply from financial years commencing on or after 1 January 2026). Except where otherwise stated in this chapter, the provisions of the 2024 Governance Code remain substantively the same as previously contained in the 2018 Governance Code. • The Wates Corporate Governance Principles for Large Private Companies (the “Wates Principles” ), which sets out corporate gov - ernance principles for non-listed companies in the UK. They provide private companies with a framework for complying with report - ing requirements imposed on very large UK-incorporated companies to state which corporate governance code, if any, they have applied and how that corporate governance code was applied. The most recent edition was published in December 2018. 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares In addition to the requirements of the sources identified in 1.2 Sources of Corporate Govern- ance Requirements , companies whose shares are publicly traded need to consider the follow - ing. • The Governance Code, which applies to com - panies listed in the equity shares commercial
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