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2025 – Challenges and Opportunities

Welcome to the January 2025 edition of our quarterly update for listed companies.  If you would like to discuss any of these developments in further detail, please feel free to get in touch with any of the contacts listed at the end of this note.

On 8 October 2024, the Investment Association (IA) published its much anticipated "Principles of Remuneration" (Principles) to guide remuneration committees over the 2025 AGM season.  

In the second episode of this series, Partner Mahesh Varia, Senior Associate Claire Prentice and Trainee Michelle Soo from our Tax team, discuss the potential reforms to the tax treatment of individuals who are not UK-domiciled ("non-doms") in the upcoming Autumn Budget 2024. They cover the Labour party's election manifesto, updates by the new Labour government since winning the election and what we might expect in the Budget.

In the fourth episode of this series, Tax Partner Hannah Manning, Knowledge Counsel Kulsoom Hadi and Trainee Solicitors Josh Channon and Amar Degon discuss the possible reforms to capital gains tax to be announced in the Autumn Budget on 30 October 2024. The team reviews speculation from recent commentary and delves into past budget announcements, as well as discussing comparisons with CGT rates in other countries.

In the third episode of series, Head of Tax, Russell Warren, Associate Ross McGregor and Trainee Nadia Ashbridge discuss the possible reforms to key business taxes including Corporation Tax, VAT and Employer NICs expected to be announced in the Autumn Budget on 30 October 2024. The team also consider Labour's manifesto pledge promising a Business Taxes Roadmap and what this might mean for businesses in the longer term.

Welcome to the first of our series on what is new and what to do next for listed companies, in which we intend to cover the key legal developments relevant to listed companies each quarter.  If you would like to discuss any of these updates, please feel free to get in touch with any of the contacts listed at the end of this briefing.

Welcome to the second edition of the Travers Smith Outsourcing Spotlight. With an election due in July, we look at the likely impact of a Labour Government on outsourcing in the UK.

The 2023/24 tax year has ended so now is the time to start thinking about your annual employee share plan reporting obligations. Annual returns for the last tax year must be filed online with HM Revenue & Customs (HMRC) by 6 July 2024 and are due in respect of all the employee share plans or arrangements you had in place during that period, even if there has been no activity.

This briefing sets out the headline themes and changes that premium-listed companies should be aware of for the 2024 AGM season, together with a list of further useful resources.

One of the most high-profile announcements in this year's Budget was the abolition of the UK's current tax regime that applies to UK resident, but non-UK domiciled individuals ("Non-Doms").

Travers Smith's Head of Incentives and Remuneration Mahesh Varia and Senior Associate Claire Prentice have contributed the United Kingdom chapter in the latest Legal 500 Employee Incentives Guide. The guide provides its readers with a pragmatic overview of the laws and regulations of Employee Incentives practice across a variety of jurisdictions.

Following a lengthy consultation period, the Financial Reporting Council (the "FRC") recently unveiled its revised UK Corporate Governance Code (the "Code"). As expected from its policy statement in November 2023, the FRC has dropped many proposals that were originally floated, in light of both the Government's withdrawal of the Companies (Strategic Report and Directors' Report) Amendment Regulations 2023 and feedback received during the consultation.  As a result, the revised Code is, in the FRC's words, a "limited revision", with the key changes focusing on internal controls.

Welcome to our Winter 2024 Update in which we look at the latest developments in the broad field of employee incentives and remuneration and consider what is in store for the year ahead. Do reach out to a member of our team if you would like to discuss any of these issues.

In a recent series of cases, HMRC has successfully argued that amounts paid to managers under a remuneration planning arrangement should be subject to income tax as "miscellaneous income". In HMRC v BlueCrest Capital Management LP and other, we now have the Court of Appeal's take on the issue, and it too has supported HMRC's view. 

When the business an employee works for is sold and TUPE applies, working out which of the employees' rights transfer can be tricky. In the recent case of Ponticelli Ltd v Gallagher, the Inner House of the Court of Session held that an individual's right to participate in their employer's Share Incentive Plan transferred with them. 

Find the latest news, views and our analysis of all the key announcements.

Last week the Quoted Companies Alliance (the "QCA") published its revised Corporate Governance Code (the "Revised Code"). The Revised Code will apply in respect of financial years beginning on or after 1 April 2024 and there will be a 12-month transition period (from 1 April 2024) during which companies will have additional flexibility to adjust to the provisions of the Revised Code.

On 27 October 2023, the Takeover Panel published amendments to Rule 21 and the associated guidance that will take effect from 11 December 2023. 

This Briefing sets out the headline changes that UK incorporated main market and AIM listed companies should be aware of from the past year and a timeline of key upcoming developments. This Briefing also covers, at a high level, some topics which are not specific to listed companies.