New Express Market route widens AIM’s appeal for overseas companies

Thu, 3 Sep 2026 00:00:00 +0100

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The revised AIM Rules expand the pool of international issuers able to consider a more proportionate route to London’s growth market.

Published: 3 September 2026
Authors: Ed Nisbet

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AIM has long helped ambitious growth companies access capital, pursue acquisitions and accelerate growth. It has attracted companies from a wide range of jurisdictions and sectors, supported by an experienced investor base and adviser ecosystem familiar with the needs of growing businesses.

International companies have not, however, always found it straightforward to access AIM.

The former Designated Market route was intended to provide an accelerated route to admission for companies listed on select overseas markets where regulatory standards were deemed sufficiently high.

In practice, however, many international issuers and advisers did not view it as a genuinely streamlined path into London’s capital markets: the work involved was often only marginally less extensive than on a traditional IPO.

The challenge was not AIM’s underlying appeal, but whether the route into AIM was compelling for companies already subject to established public market regulation elsewhere.

That exposed the weakness of the old approach: an overseas company could have an established public market track record and a robust disclosure regime yet still fall outside the accelerated route because its market was not included within the prescribed Designated Market framework.

The new AIM Express Market route, introduced as part of the revised AIM Rules effective from 5 August 2026, seeks to address both criticisms.

First, it introduces a wider definition of an Express Market (in broad terms, any equity market that is regulated by a member of the International Organisation of Securities Commissions). Second, it introduces a more proportionate admission framework intended to recognise the regulatory scrutiny, disclosure history and public company experience that qualifying overseas issuers have already demonstrated elsewhere.

The significance of the reform therefore extends beyond a change in admission mechanics. AIM is seeking to create a more credible and internationally competitive route for established overseas companies that wish to access London’s capital markets without unnecessarily duplicating work already undertaken in their home market.

What has changed?

Issue

Previous Designated Market route

New AIM Express Market route

What this means for issuers

Eligible markets and applicants

Limited to issuers on a prescribed list of designated markets

Applies to qualifying applicants admitted to a broader category of Express Markets

More international issuers may be able to use an accelerated route, but eligibility remains rules-based

Admission documentation

Some documentation concessions were available

Documentation depends on the issuer’s market and the securities being admitted

Some applicants may avoid a separate AIM admission document; others may use a simplified one

Dual-market admissions

No dedicated framework for coordinated dual-market admissions

A dedicated dual-market applicant regime

Simultaneous overseas and AIM admissions become a more credible option

The practical effect is that the new regime asks a more commercially relevant question: has the company already demonstrated an appropriate public market track record on a market that meets the Express Market criteria?

Who can benefit from the AIM Express Market route?

For an applicant to meet the AIM Rules definition of ‘express applicant’, it must:

have been admitted to an Express Market for at least three years
have satisfied the relevant continuity of business and board requirements
have a minimum expected market capitalisation on AIM admission of £20 million
have published in English any relevant admission documentation and the disclosure required in its home jurisdiction.

The formal Schedule One process is also significantly shorter than under the standard admission route: three business days rather than 10 business days. However, companies still need to complete the necessary legal, financial and nominated adviser work required for admission.

Eligibility does not guarantee admission

Meeting the express applicant conditions does not create an entitlement to admission. Applicants must still appoint a nominated adviser, which remains responsible for assessing whether the applicant is appropriate for AIM and advising it on its obligations under the AIM Rules. The Exchange also retains discretion to refuse, delay or impose conditions on an admission where appropriate. The Express Market route should therefore be seen as a means of reducing unnecessary duplication for suitable applicants, not a form of automatic passporting onto AIM.

Will an express applicant need an AIM admission document?

Not necessarily. An express applicant will not be required to produce a separate AIM admission document where its securities are already admitted to an Express Market that is also a specified market under the FCA Handbook and the securities being admitted to AIM are of the same class.

Where those conditions are not met, the company may still qualify as an express applicant but will generally be required to prepare a simplified AIM admission document. As a result, the reforms extend beyond companies quoted on specified markets, but the amount of AIM-specific documentation required will depend on the applicant’s circumstances.

A new route for dual-market applicants

The reforms also introduce a separate dual-market applicant route.

This applies where an applicant:

ü is being admitted to AIM concurrently with admission to an Express Market

ü is publishing a document in connection with its admission to that Express Market

ü is undertaking an equity fundraise of at least £6 million, or the equivalent amount in another currency, as part of its initial public offer in connection with its admission to an Express Market.

The document published for the Express Market admission may serve as the applicant’s AIM admission document, provided it also includes the supplementary information required by Schedule Two, Part Two of the AIM Rules.

For an international business wishing to maintain a strong presence in its home or principal market while also accessing London investors, this creates a more credible framework for a coordinated dual-market IPO.

It allows the company to consider how two markets may support its capital-raising and strategic objectives, rather than necessarily treating the choice of listing venue as binary.

A dual-market strategy will still require careful planning. The company and its advisers will need to assess the compatibility of the relevant admission timetables, disclosure standards, accounting requirements, settlement arrangements and continuing obligations in each market.

Why AIM remains attractive

Against a backdrop of intense competition between global exchanges, the reforms are a reminder of what AIM continues to offer and why a more proportionate route to admission may matter for overseas companies.

Unlike many international exchanges, AIM has long been accustomed to supporting founder-led growth companies, acquisitive businesses and international issuers. For companies seeking access to public capital without necessarily moving into a framework designed primarily for the world’s largest listed groups, that combination remains distinctive.

Few growth markets can point to a comparable track record of capital formation, secondary fundraising activity and support for acquisitive growth companies. AIM has attracted businesses from a broad range of jurisdictions, sectors and stages of development while developing an investor and advisory community experienced in supporting smaller and growing public companies.

For international companies, those benefits may include:

access to UK and international growth investors
the potential to enhance the company’s profile beyond its domestic market
a platform for future equity fundraising
the ability to use publicly traded shares as acquisition consideration
a public market platform that may support wider financing opportunities
a potential liquidity mechanism for existing shareholders.

Which companies should be considering AIM?

The new route may be particularly attractive for:

international technology companies seeking access to specialist growth investors
healthcare and life sciences businesses pursuing international expansion
natural resources and energy companies seeking to broaden their investor base
founder-led businesses considering public capital as part of their next phase of growth
acquisitive companies seeking an additional form of transaction currency
companies planning simultaneous public offerings in London and another jurisdiction
established overseas-listed issuers seeking greater visibility with UK investors.

Not every company within these categories will be appropriate for AIM or benefit from dual admission. The decision should be based on the company’s objectives, investor proposition, expected trading liquidity, governance arrangements and the costs and obligations associated with maintaining quotations on more than one market.

Part of a wider package of reform

The Express Market route forms part of a broader package of changes intended to modernise AIM, including reforms that:

permit incorporation by reference within admission documents
replace the traditional working capital statement with more targeted financial disclosure
permit the use of UK GAAP and, potentially, equivalent accounting standards rather than requiring accounts to be reported under IFRS
support founder-led businesses through permitted special voting share structures
simplify various aspects of the admission process.

Taken together, these changes are intended to reduce unnecessary cost, complexity and duplication while retaining the nominated adviser-led model that has long distinguished AIM from other growth markets.

For further information regarding these reforms, please see our insight.

Time to revisit AIM?

The strategic message from the reforms is clear: AIM has widened the international audience with which it is prepared to engage and created a more proportionate admission framework for companies that have already established their credentials on another public market.

The reforms reduce unnecessary friction, but companies will still need to satisfy the AIM Rules, applicable securities laws and any relevant home-market obligations. For international companies that may previously have dismissed AIM as unavailable, overly complex or insufficiently differentiated from their existing listing, the revised AIM Rules provide a compelling reason to revisit that analysis.

Shoosmiths’ Public Markets team advises companies, investment banks, nominated advisers and other market participants across IPOs, secondary fundraisings, public M&A and ongoing listed company matters. We regularly support transactions involving international operations, cross-border shareholder bases and multi-jurisdictional execution. That cross-border experience is particularly valuable when assessing how AIM fits within an international company’s wider growth, financing and shareholder strategy.

For overseas listed and internationally ambitious companies, the reforms create a timely opportunity to revisit AIM as part of a broader capital markets strategy. We can help assess whether the new Express Market route is available, how it compares with other listing options and the practical steps needed to deliver an AIM admission or dual-market transaction.

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The return of venture discipline: what deal terms reveal beneath the funding rebound

Fri, 28 Aug 2026 00:00:00 +0100

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The return of venture discipline

What deal terms reveal beneath the funding rebound

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The UK venture market has entered a markedly different phase from the challenging conditions that characterised much of the period between 2022 and 2024. Funding activity has recovered, larger rounds are returning and investors continue to compete for the highest-quality opportunities, particularly in AI, DeepTech and other technology-led businesses capable of demonstrating genuine scale and market leadership. What is striking, however, is that improved market conditions have not resulted in a material softening of deal terms.

Published: 28 August 2026
Authors: Alistair Hammerton

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One of the defining features of the current market is the concentration of capital around a smaller number of businesses. Shoosmiths is seeing increased investor appetite for companies with proven execution, differentiated technology and a credible route to scale. Whilst funding conditions have improved, competition for capital remains highly selective, with the strongest AI-led businesses attracting a disproportionate share of investor attention. Yet despite this improving funding environment, Shoosmiths’ proprietary data shows little evidence that investors have relaxed their approach to founder alignment, governance or downside protection.

The result is a more mature venture market. Capital is available for strong businesses, but investors remain highly focused on how value is protected, how management teams are incentivised and how future liquidity can ultimately be achieved.

Market trends emerging from Shoosmiths' deal data

Technology, including AI, remains the largest sector across Shoosmiths’ dataset, accounting for 48% of all deals in 2026. However, the trend is more nuanced than a simple story of technology dominance. Technology represented 60% of all deals in 2024 and 56% in 2025, before reducing to 48% in 2026. The position differs significantly by deal size. Technology represents 67% of the £5m–£10m segment in 2026 but only 33% of transactions exceeding £10m. That suggests larger venture transactions in Shoosmiths’ dataset are drawing in a broader range of sector themes than earlier-stage rounds. However, that does not mean capital is becoming more evenly distributed. Shoosmiths continues to see strong investor appetite for AI, DeepTech and other technology-led businesses with clear routes to scale. Whilst interest in sectors such as energy, infrastructure, healthcare and advanced manufacturing is increasing, much of that activity is itself being driven by technology and AI-enabled innovation.

More interesting, however, are the trends emerging from deal terms.

Founder leaver provisions remain a standard feature of venture transactions. They appear in 83% of all deals in 2026 and in every £5m–£10m and £10m+ transaction in the dataset for that year. More revealing, however, is how those provisions are structured. Across all deals, two-category leaver frameworks have become the dominant approach, appearing in 67% of 2026 transactions. The same trend is even more pronounced in the £0–5m and £5m–£10m brackets, where two-category structures appear in 78% and 100% of deals respectively. By contrast, the £10m+ market shows greater sophistication, with three-category leaver structures appearing in 83% of deals in 2026.

The same emphasis on management commitment can be seen elsewhere in the data. In 40% of Shoosmiths’ ECVC transactions recorded so far in 2026, 100% of the relevant founder shareholding remained at risk if the founder ceased involvement with the business. Whilst lower than the 66% recorded in 2024, it nevertheless demonstrates that investors continue to treat long-term founder retention as a core investment consideration rather than a peripheral governance point

That distinction is significant. Smaller and mid-market transactions continue to favour relatively straightforward good leaver/bad leaver frameworks, whereas larger transactions increasingly adopt more nuanced approaches that distinguish between different circumstances of departure (at least partially) and seek to reward value built to date. As cheque sizes increase, investors appear more willing to tailor founder retention mechanics rather than rely on a single, binary outcome.

Exit control is another area where investor discipline remains clear. Across all deals, drag thresholds set at 50–59% increased from 44–45% between 2023 and 2025 to 61% in 2026. At the same time, investor consent rights remain highly prevalent, appearing in 83% of all deals in 2026 and in all £5m–£10m and £10m+ transactions within the dataset. Investors appear increasingly focused on ensuring that successful businesses have a practical route to liquidity whilst retaining an appropriate degree of control over when and how that liquidity event occurs. As businesses remain private for longer and shareholder bases become more complex, exit execution continues to be an important consideration in venture deal structuring.

Liquidation preferences remain prevalent across the market, with non-participating preferences representing the clear market standard for most of the period covered by the data. Across all deals, non-participating preferences accounted for 54% of transactions in 2023, rising to 57% in 2024 and 64% in 2025. The trend is even more pronounced in larger transactions, where non-participating preferences appeared in 86% of £10m+ deals in both 2024 and 2025.

The 2026 figures present a more mixed picture, although caution is required when drawing conclusions from a partial-year dataset. Participating preferences account for a higher proportion of the 2026 data than in previous years. However, the broader trend continues to point towards non-participating preferences as the prevailing market position, particularly in larger transactions..

Other terms reinforce the same theme. Vesting arrangements remain widespread, with the market continuing to converge around three- to four-year vesting periods. In 2026, 47% of all deals with vesting provisions used a 37–48 month period, with a further 33% adopting a 25–36 month period. Option pools also remain an important feature of venture transactions. Whilst the precise mechanics vary by deal size and stage, the underlying objective is consistent: ensuring management teams remain committed to long-term value creation and that businesses retain sufficient equity to attract future talent.

How this compares with the wider market

The trends visible in Shoosmiths’ data are consistent with what we are seeing more broadly across the venture ecosystem. Funding conditions have improved significantly, but much of that capital is flowing into a smaller number of higher-quality businesses with a strong AI bias. Investors continue to focus on companies with differentiated technology, strong execution and clear routes to scale, whilst larger and later-stage transactions are attracting increasing levels of international capital. The market's recovery has therefore been highly selective rather than broad-based.

That helps explain why deal terms continue to exhibit a high degree of discipline. Investors are prepared to commit capital, but they remain focused on governance, founder retention and liquidity. The data suggests that improving market sentiment has not materially reduced the importance of those issues. If anything, larger and more competitive financing rounds often involve more sophisticated alignment and control mechanisms than smaller transactions.

Another notable development is the growing focus on liquidity. As companies remain private for longer, investors, founders and employees are increasingly exploring structured liquidity opportunities alongside primary fundraising rounds, such as secondary transactions and the emergence of PISCES. That trend helps explain why issues such as drag rights, shareholder alignment and exit mechanics continue to feature prominently in venture transactions. The ability to secure an eventual liquidity event is becoming a more important consideration from the outset, particularly in larger and later-stage financings.

What happens next?

The next phase of the venture market is likely to be characterised by continued selectivity rather than indiscriminate growth. AI and DeepTech businesses will continue to attract significant investor attention, but strong companies operating in other sectors should also benefit from improving market conditions but only where they can demonstrate genuine differentiation and a credible path to scale.

For founders and management teams, the message is clear: governance, alignment and liquidity planning are no longer secondary considerations. Investors are paying close attention to founder retention mechanisms, exit rights and downside protection from the outset of a transaction. For investors, the challenge will be balancing that discipline against competition for the highest-quality opportunities.

The market has undoubtedly recovered. Shoosmiths' proprietary data suggests, however, that investors have not forgotten the lessons of the last few years. Capital is flowing again, particularly towards AI, DeepTech and other high-growth technology businesses. Shoosmiths' data suggests, however, that investors have not responded by relaxing the underlying mechanics of the deal. Founder retention, investor protection and exit execution remain central themes. The flow of capital may have changed, but discipline remains firmly embedded in venture deal terms.

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Shoosmiths advises on Labyrinth Laboratories strategic partnership

Thu, 27 Aug 2026 00:00:00 +0100

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Shoosmiths advises on Labyrinth Laboratories strategic partnership

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Shoosmiths has advised the management team of Labyrinth Laboratories Holding Limited (Labyrinth), one of the UK's leading dental laboratory groups, on a strategic partnership Ethos Partners LLP (Ethos). The transaction completed on 20 August 2026 and will support the next phase of growth for the business.

Published: 27 August 2026

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Headquartered in Birmingham, Labyrinth is the fourth largest full-service dental laboratory in the UK, serving more than 2,000 dentists nationwide across the NHS and private sectors. The business has developed a strong reputation for quality, service and innovation, supported by its digitally enabled manufacturing platform and adoption of technologies including intraoral scanning, CAD/CAM and 3D printing.

The partnership will support the continued growth of the business, with founders Michael Coldicott, Kuldip Bhandal and Jeffrey Rabone continuing to lead the company and drive its strategic vision. Labyrinth will be chaired by Zak Smith, who joined the board in early 2025 to support the group’s growth strategy. Zak has previously scaled and been involved in the sale of two independent dental chains and brings deep sector experience, strategic insight and an extensive network to the business.

The Shoosmiths team was led by Partner David Meisel with support from Partner Alison Chivers, Legal Director Natalia Tombs, Senior Associate Hugh White and Associate Sarah Palmer.

David Meisel, Partner at Shoosmiths, said:

"It was a pleasure to support the management team on this important transaction. Labyrinth has built an impressive business with a strong reputation across the sector, and this partnership provides an exciting platform for future growth and innovation."

Zak Smith, Chair of Labyrinth Dental, said:

"We're delighted to be embarking on this next chapter with Ethos. We'd like to thank the Shoosmiths team for their support throughout the process, providing practical and commercial advice that helped us achieve a successful outcome."

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Shoosmiths advises AVK on £1bn Partners Group investment

Tue, 25 Aug 2026 00:00:00 +0100

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Shoosmiths advises AVK on £1bn Partners Group investment

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Shoosmiths has advised the selling shareholders of AVK Power Solutions ("AVK”), one of Europe’s largest and fastest-growing suppliers of power solutions for data centres and AI infrastructure, on the sale of their shares to the Swiss based private equity house, Partners Group, who will acquire a majority stake in the business and intends to invest more than $1 billion of equity, backed by debt financing, to accelerate AVK’s expansion.

Published: 25 August 2026

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Headquartered in the UK, AVK designs, installs and maintains power solutions for data centres, including back-up power generation, behind-the-meter energy infrastructure and modular electrical power units. The business has delivered more than 20,000 projects and installed approximately 3.5 GW of power to date, with operations spanning established and emerging data centre markets across Europe.

The investment will support AVK’s continued growth as demand for data centre infrastructure accelerates across Europe, including the development of the business into an infrastructure platform providing long-term Energy-as-a-Service solutions to data centre operators. AVK’s management team will retain a minority stake in the business.

Shoosmiths advised AVK on all aspects of the transaction. The team was led by Partners Stephen Porter and Claire Checketts, with support from Principal Associates Adam Frost and Sarah Mitchell, Senior Associate George Peyton, Associates Olivia Ashcroft and Sam Enderby, and Trainee Solicitor Maddie Fretwell. Partner Laura Gould advised on tax and Partner Stuart Lawrenson on employment matters.

Stephen Porter, Partner at Shoosmiths, commented: “We are delighted to have advised AVK’s shareholders on this key transaction. AVK has a strong position in a market that continues to see significant appetite for growth, and this investment will enable the business to meet this demand with new innovations. We look forward to seeing AVK continue to deliver the best outcomes for its clients and partners alongside Partners Group.”

Ben Pritchard, Chief Executive Officer of AVK, commented: “AVK’s new partnership with Partners Group and the addition of capital to our power solutions portfolio, is an exciting new chapter for the business, allowing us to turn speed-to-power from an ambition into action and for AVK to meet our customers exactly where the data centre sector and power market demands. We are grateful to the whole team at Shoosmiths for their dedication and support in helping deliver this transaction. Their expertise and calm, pragmatic and solutions-focused approach throughout, meant they proved to be trusted advisers to AVK from start to finish.”

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Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

Thu, 20 Aug 2026 00:00:00 +0100

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Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

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Shoosmiths has advised Livingbridge and management on the sale of Nourish Care (“Nourish”) to private equity firm Hg, one of the world’s largest software and services investors. Shoosmiths also advised Livingbridge and management on their respective reinvestments into the business. The investment marks the beginning of the next chapter of growth for one of the UK’s most impactful care technology providers.

Published: 20 August 2026

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The transaction represents a successful outcome for Livingbridge’s Enterprise 3 fund and will support Nourish in continuing the evolution of its products and services which improve customer experience, support front-line carers and enable the delivery of safer, high-quality care at scale. Livingbridge will retain a minority equity stake and continue to support the business alongside Hg.

Founded in 2011, Nourish supports care teams to plan, record and coordinate care with the person receiving support at the core of care delivery. Through its continued focus on innovation, the business has established itself as a trusted partner to many of the UK's leading care providers.

Partners Dan Shilvock, Holly Hirst and Senior Associate Alice Richmond led on the sale process and Livingbridge reinvestment, with further support from Partners Tim Nye and Elizabeth Ward. The advice in connection with the management reinvestment was led by Partner Kiran Dhesi and Senior Associates Nathan Turley and Molly Cullen. Advice was also provided by Associates Kamil Piekarski, Uzoma Udoyeh and Connor Ogdon.

Dan Shilvock, Partner at Shoosmiths, commented: “We are delighted to have advised on this significant transaction working with Livingbridge, Nuno and the Nourish team. Having supported Livingbridge on the initial investment in 2022, it has been exciting to watch the business become one of the UK’s leading care technology platforms. The commitment of Nuno and his team to improving care outcomes and Nourish’s mission of delivering better care for everyone have underpinned that growth, and we look forward to seeing the business continue its success alongside Hg with continued support from Livingbridge.”

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Shoosmiths advises shareholder of Phoenix ME on investment by H.I.G. Capital

Wed, 19 Aug 2026 00:00:00 +0100

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Shoosmiths advises on Phoenix ME investment deal

Supporting the shareholder on H.I.G. Capital's investment

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Shoosmiths has advised the shareholder of Phoenix ME Limited (“Phoenix ME”), a leading provider of integrated mechanical and electrical engineering system design, installation and commissioning services, on an investment by H.I.G. Capital, a global alternative assets investment firm.

Published: 19 August 2026

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Founded in 1931, Phoenix ME has developed a strong industry reputation among its core client base of data centre, life sciences and commercial end markets for its high quality and reliable service. The investment will support the acceleration of Phoenix ME’s growth strategy, strengthening its position in high-growth sectors like data centres and expanding its presence across the UK and Europe.

Shoosmiths advised on all legal aspects of the transaction, including Phoenix ME CEO Lee Compton’s reinvestment in the business. The team was led by Partner Amit Nayyar and supported by Partner Claire Checketts, Principal Associate Sarah Mitchell, Senior Associate Alice Richmond, Associate Jake Bowdler and Associate Georgia Edmondson. Tax support was provided by Partner Laura Board and Associate Thomas Wilkinson, and Senior Associate Charis Brown advised on employment matters.

Amit Nayyar, Partner at Shoosmiths, commented: “We’re pleased to have advised on the sale of Phoenix ME to H.I.G. Capital. The business has built a remarkable reputation for over 90 years and is well positioned to take the next steps in its growth journey. The acquisition reflects the continued investor appetite and desire for high-quality, specialist services businesses with a positive trajectory.”

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Consultation on the withholding tax regime: What you need to know

Tue, 18 Aug 2026 00:00:00 +0100

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Consultation on the withholding tax regime

What you need to know

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The UK Government is consulting on the simplification of the UK withholding tax regime. One of the changes being mooted is a move towards a ‘self-assessment’ style system whereby UK borrowers assess whether the conditions for relief from UK withholding tax are met rather than applying for, and relying on, directions from HMRC to this effect.

Published: 16 August 2026
Author: Thomas Wilkinson & Laura Gould

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Background

The UK Government quietly launched a consultation in July 2026 regarding withholding tax on payments of interest made to overseas lenders. The aim of the consultation is to seek views on whether the administration of treaty relief from the UK’s withholding tax (WHT) regime could be simplified without resulting in a loss of tax.

The government acknowledges that the current system can be “costly and challenging to navigate”; we agree with this comment - in our experience, the current system can be complex, costly and time consuming.

The current system

At a high level, where treaty relief is considered to apply, a UK borrower is required to withhold tax at the basic rate (20%) from UK source yearly interest payments made to an overseas lender on account of that overseas lender’s UK tax liability unless HMRC provide directions that the borrower may make a payment to the overseas lender gross of UK WHT (subject to some exemptions).

In practical terms, where an overseas lender is ‘passported’ (i.e., it has a DTTP number), a borrower can submit a DTTP2 application to HMRC requesting directions that interest may be paid gross of UK WHT (or at a reduced rate depending on the terms of the double tax treaty between the UK and the jurisdiction of the relevant overseas lender). If the lender is not ‘passported’ but is nonetheless entitled to treaty relief in relation to interest payments it receives from a UK borrower, a standard double tax treaty application must be submitted to HMRC before interest can be paid to the overseas lender gross of UK WHT – it can take HMRC many months to process these applications.

Until HMRC issue directions to a borrower that it may pay interest to an overseas lender gross of UK WHT, the borrower is not entitled to make interest payments to an overseas lender without withholding tax at the basic rate, even if it is quite clear that the relevant conditions for treaty relief are met.

This can lead to increased costs for borrowers who are usually required to "gross up" the lender under facility agreements until a direction is received. Where treaty relief is sought, due to the length of time is takes to obtain a direction outside of the DTTP scheme, the first interest payment date may need to be pushed back to enable a borrower to make the payment free of withholding tax. Relying on alternative WHT exemptions may also need to be explored.

In other words, under the current system, HMRC acts as gatekeeper and their advance clearance is required before interest payments may be paid subject to treaty relief.

A move towards borrower ‘self-assessment’?

To simplify the regime, the consultation seeks views on, amongst other things, a move towards a ‘self-assessment’ style system. Under this system, a borrower would assess whether the conditions under the relevant double-tax treaty between the UK and the overseas lender’s jurisdiction are met and, assuming it considers the relevant conditions are met, the borrower could make the interest payment(s) gross of UK WHT to the overseas lender without directions from HMRC.

This would certainly represent simplification for HMRC as they would no longer be required to consider these applications and issue directions to borrowers in response to the same.

In some respects, this would also offer simplification for UK borrowers in that they would likewise no longer be required to deal with the administrative burden of submitting DTTP2 applications to HMRC. However, this would shift a different type of compliance burden onto borrowers as they would need to assess whether they consider, ahead of making an interest payment to an overseas lender, whether the relevant conditions for relief are met such that they can legitimately make these payments gross of UK WHT. If borrowers get that assessment wrong, HMRC could seek the underlying tax which should have been withheld as well as penalties and late payment interest from the borrower.

Additionally, since HMRC are keen to maintain effective reporting requirements “even where no UK tax is payable”, any move to a self-assessment style system would likely see additional reporting requirements for borrowers.

Concessionary treatment where things have gone wrong

As mentioned, HMRC ‘gatekeep’ the WHT regime and issue directions providing that borrowers can make interest payments to overseas lenders gross of UK WHT (or at a reduced rate) if they are satisfied that the necessary conditions for relief are met under the relevant double tax treaty between the UK and the overseas lender’s jurisdiction.

Up until recently, HMRC operated a concessionary treatment under which, where interest was paid to an overseas lender gross of UK WHT (or at a reduced rate) without the necessary directions from HMRC, but the conditions for relief under the relevant double tax treaty were met, HMRC would not seek to recover the underlying tax from the borrower and would instead seek to recover only late payment interest and penalties.

This felt like a fair and common-sense approach – after all, HMRC are not ultimately entitled to this tax as the overseas lender’s jurisdiction has taxing rights over the interest pursuant to the double tax treaty. The borrower simply failed to get the necessary directions in place ahead of making the interest payment gross (or at a reduced rate) to the overseas lender.

However, this concession is currently paused and is flagged as being not within scope of the consultation. That is not particularly surprising because if there was a move towards a self-assessment style system, there would be no need for the concessionary treatment.

Either a UK borrower:

correctly determines that full or partial treaty relief is available and makes the appropriate payment to the overseas lender; or
incorrectly determines that full or partial treaty relief is available and makes a payment to an overseas lender gross of withholding tax or at a reduced rate. Since this was incorrect and withholding tax was indeed due, the borrower is rightly liable for the UK WHT that should have been withheld – the concessionary treatment would not offer the borrower any forbearance in this scenario in any event.

Conclusion

We agree that the current system is complicated and ripe for simplification – a move towards a ‘self-assessment’ style regime therefore appears to be sensible and there is precedent for this in relation to royalties.

However, this will mean that borrowers will be required to take on the risk of assessing whether the conditions for relief from UK WHT are met – with potentially significant tax liability (as well as interest and penalties) if borrowers get that assessment wrong. Clearly, a borrower’s assessment of the UK WHT position can only be as robust as the information provided to it by the overseas lender in question – naturally, if a ‘self-assessment’ style regime is adopted, loan documentation will have to carefully consider how to allocate risk on this point between borrowers and overseas lenders.

HMRC are clearly nervous about the potential for a loss of tax arising from a simplification of the regime and are consulting on potential safeguards which can be put in place to ensure compliance. There is a delicate balancing act here – if the compliance requirements on borrowers are particularly onerous under any new regime, this will limit the extent to which the UK WHT regime has been simplified and risks swapping one type of administrative complexity for another.

The consultation closes on 7 September 2026 and HMRC's next steps will be watched with interest by banks, private equity sponsors, and multinational groups amongst others.

If you would like to discuss the potential impact of the consultation on your financing arrangements, please contact a member of the Shoosmiths tax team.

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New AIM rules (August 2026)

Fri, 14 Aug 2026 00:00:00 +0100

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New AIM Rules (August 2026)

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The London Stock Exchange has implemented significant reforms to the AIM Rules for Companies and the AIM Rules for Nominated Advisers (AIM Rules), following consultations earlier in 2026 (see our post on the previous consultation here). The majority of the reforms consulted on have been adopted and the reforms, which became effective on 5 August 2026, represent the most comprehensive changes to the AIM Rules since the AIM market was launched in 1995.

Published: 14 August 2026
Authors: Oliver Pilkington

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The changes reposition AIM following changes to the UK Listing Rules implemented in July 2024 which had rendered the rules applicable to AIM companies similar, and in some areas more stringent than, those applicable to Main Market companies. The changes are intended to reduce regulatory burdens, improve access to capital and make AIM more attractive to founder-led and growth companies. The key changes are summarised below.

1. Admission process simplified

Working capital statements abolished

The requirement for an admission document to contain a formal working capital statement has been removed. Instead, issuers must provide disclosure regarding their capital resources, financial commitments and obligations, the use of proceeds of any fundraising undertaken on admission, and expected funding requirements over the 12 months following admission. Responsibility for assessing the company's financial position remains with the company and its directors.

Incorporation by reference permitted

Admission documents may now incorporate publicly available information by reference, which should help to reduce document length and duplication. Hyperlinks to the relevant information must be included in the admission document and such information must remain publicly available for as long as the admission document itself is required to remain available under AIM Rule 26.

Accounting flexibility

AIM applicants incorporated in the UK or EEA may now prepare and present their accounts in either IFRS or local GAAP. This is intended to avoid the need for accounts to be restated under IFRS in connection with an AIM admission which can add significantly to transaction costs and affect timing.

2. Capital access windows

AIM companies conducting an equity fundraising or other transaction involving the issue of AIM securities may request a temporary suspension of trading referred to as a "capital access window". The purpose of the capital access window is to give issuers a controlled environment to manage negotiations, reduce execution risk, and prevent market volatility or price shifts from derailing capital raises.

The Exchange has deliberately avoided prescribing minimum or maximum periods and will consider requests on a case-by-case basis. Companies remain subject to UK Market Abuse Regulation (MAR) and AIM Rules obligations during the suspension period.

3. Transaction rules modernised

Reverse takeovers narrowed

A transaction will only constitute a reverse takeover if it results in a fundamental change to the company's business, board or voting control. Exceeding 100% under any of the class tests is no longer, of itself, determinative. Instead, the Exchange expects consultation where the transaction exceeds 100%, is not a fundamental change and shareholder approval is not being sought. Decisions will be made on a case-by-case basis.

Substantial transaction threshold increased

The threshold for a substantial transaction has increased from 10% to 25%, aligning AIM with the UK Listing Rules.

Related party transactions

Participation in a fundraising by directors or substantial shareholders will no longer constitute a related party transaction provided (i) they participate on the same terms as other investors and (ii) the price is set either by directors not participating in the fundraising or by agreement with investors who are not related parties.

The definition of related party has been expanded to include: (i) any company one or more of whose directors is also a director of the AIM company; and (ii) any person with a 10% interest (or more) in an AIM company's subsidiaries and/or assets.

Nominated advisers are no longer required to provide a "fair and reasonable" opinion on non-standard remuneration arrangements where they are satisfied reasonable commercial protections exist for the AIM company and such protections are disclosed. Guidance has been added on what constitutes ‘standard’ and ‘non-standard’ remuneration and provides that, where a nominated adviser is not satisfied that reasonable commercial protections are in place, shareholder approval of any non-standard remuneration should be sought.

4. Ongoing Developments

Rule 11, which previously required general disclosure of price sensitive information, has been replaced with a new ‘Ongoing Developments’ rule which makes it clear that the disclosure regime under the AIM Rules is not intended to conflict with the disclosure regime under MAR. The new Rule 11 specifies that an AIM company must have in place procedures enabling it to monitor and identify any changes that may have a material impact on its business, must keep its nominated adviser updated regarding any such changes and have due regard to the views of its nominated adviser when considering its disclosure obligations under MAR.

The guidance to Rule 11 states that, when providing any view regarding market impact, a nominated adviser is undertaking its obligations to the London Stock Exchange and its view should therefore be considered authoritative. The guidance also provides that, where a nominated adviser considers that a change or development is likely to have a market impact but the AIM company decides not to notify the information without delay (and there is no basis to delay under article 17(4) of MAR) the AIM company and/or its nominated adviser must notify the Exchange immediately and provide the rationale.

5. Special voting shares permitted

AIM will now permit special voting shares at admission, allowing founders, management teams and pre-IPO investors to retain enhanced control rights. Enhanced voting rights may not be exercised in relation to (i) remuneration, (ii) related party transactions involving the holders of such shares or (iii) cancellation of admission.

Special voting shares cannot be issued, nor can the rights attached to them be extended, at any time after admission. A holder of shares with special voting rights may not transfer such rights to a person who would not have qualified to receive them at admission.

Unlike many other markets (including the Main Market), the Exchange has not imposed any mandatory sunset provisions or time limits. An AIM company may reduce or withdraw such rights at any time following consultation with the Exchange.

6. Corporate governance

AIM companies are no longer required to adopt a recognised corporate governance code or disclose how they comply with such a code under the "comply or explain" model.

Instead, AIM Rule 26 now requires disclosure across the following prescribed governance areas: (i) board composition, (ii) director roles, responsibilities and functions, (iii) remuneration and performance, (iv) risk and controls framework and (v) investor relations. The intention is to provide investors with sufficient understanding of governance arrangements without forcing AIM companies to comply or explain non-compliance with a pre-existing code.

7. Express market admission route

The existing Designated Market route has been replaced by a broader ‘Express Market’ route. This is intended to provide for a quicker and less onerous and admission process for companies already listed on an Express Market (essentially any market overseen by a member of the International Organisation of Securities Commissions. Express Applicants must (i) have had its securities traded on an Express Market for at least 3 years, (ii) not had any fundamental changes to its board or business in the last 12 months, (iii) have a proposed market capitalisation on admission to AIM of at least £20 million, and (iv) have any relevant admission documentation and all disclosure required under the rules of its home market published in English.

If you wish to discuss this article, please contact the author or your usual Shoosmiths contact. We are here to answer any questions you may have.

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What the new Securities Transfer Tax means for equity and incentives

Wed, 29 Jul 2026 00:00:00 +0100

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What the new Securities Transfer Tax means for equity & incentives

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While not directly aimed at employee incentives, the new securities transfer tax marks a significant shift in the way equity is taxed on transfer - impacting option holders, trusts and legal advisers.

Published: 29 July 2026
Authors: Dan Sharman

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HMRC’s much-anticipated overhaul of stamp taxes will introduce a mandatory, self-assessed digital system for securities in 2027. While not directly aimed at employee incentives, the new securities transfer tax marks a significant shift in the way equity is taxed on transfer - impacting option holders, trusts and legal advisers.

The government published draft legislation on 13 July 2026 confirming that the current stamp duty and stamp duty reserve tax regimes will be replaced in 2027 by the Securities Transfer Tax (STT) - a new mandatory, single self-assessed tax on securities.

Now the draft legislation is published we are following up on our previous article (Implications of the Upcoming Changes to the Stamp Taxes Regime on Employee Incentive Arrangements). The key points from our previous article remain the same, which we have set out again below

The introduction of STT signifies HMRC’s ongoing efforts to modernise, simplify and digitalise the UK tax system by allowing taxpayers to use an online portal to pay STT instead of submitting documents to HMRC to ‘stamp’.

Although not directly relevant to employee incentive arrangements, the introduction of the STT may have some interesting consequences for the way employee and manager equity is dealt with.

For clarity, option exercises satisfied by a fresh issue of shares will not attract the STT. However, option exercises satisfied by the transfer of existing shares will be within the scope of the STT.

Key changes under the new STT regime

Key changes affecting employee incentives include the following:

mandatory tax - Unlike stamp duty, the STT will not be a “voluntary tax” and the buyer (which could include new joiners or option holders exercising their options) will be liable for paying it
digitalisation - The reporting and payment of the STT will be fully digitalised. Further detail of the proposed online portal is awaited but it is anticipated that confirmation of the transaction will be generated immediately on the reporting and payment of the STT. This should permit the company registrar to write up the register of members simultaneously
accountable person - The buyer will be liable for the tax, but the online portal will also allow agents, such as legal advisers and accountants, to register as the "accountable person" for paying the tax on behalf of the buyer. An accountable person will be liable for the STT on a joint and several basis with the buyer, unless HMRC are satisfied that the accountable person took all reasonable steps, both before and after the transaction, to recover the tax from the buyer. Clear procedures and evidence trails will be important and legal advisers may be reluctant to assume this role
removal of the £1,000 de minimis exemption - The £1,000 de minimis exemption (treating transactions with consideration of less than £1,000 as exempt from stamp duty) will be removed. HMRC’s policy aim is to offset the additional compliance burden through a fully digital reporting and payment process. HMRC had previously indicated that the portal would generate a UTRN/transaction confirmation on submission, which should enable registrars to update the register of members more quickly, although further detail on the portal is still awaited
late notification penalties - Late notification penalties will be changed to a percentage-based regime.

Benefits of STT for share plans

The STT aims to modernise the method of paying tax on the transfer of shares, through a digitalised system, similar to that currently used to pay Stamp Duty Land Tax. Whilst the details of the reporting process are awaited, it is hoped that the digitalisation will facilitate same-day registrations. There should be no need to enter into declarations of trust (to transfer the beneficial interest in shares) where there is insufficient time to receive an authentication code from HMRC (e.g. where options are exercised on the same day as completion of a sale of the relevant option shares).

Potential challenges for share plans

The main challenges will arise from the removal of the £1,000 de minimis exemption that currently exists for stamp duty. Under existing rules, transfers of shares for consideration of £1,000 or less are exempt, meaning low-value option exercises do not attract stamp duty. However, under the proposed STT rules, share transfers effected for value will be subject to the STT, irrespective of the amount of consideration. Accordingly, all in-scope transfers will need to be reported and the STT paid. While it is hoped that the portal will remove the need for a stock transfer form to be produced and will simplify the current ‘stamping’ process, the STT will create an additional burden for buyers of shares, certain option holders and employee benefit trusts (EBTs) regularly involved in transferring shares to employees, where the small value transfers are currently exempt from stamp duty.

Option holders will be personally liable to pay any STT whenever they exercise their options (assuming those options are satisfied by a transfer of existing shares). any such exercise will incur the STT and this must be paid by the ‘buyer’, but not necessarily the option holder, before completion. A cashless exercise may, therefore, result in the corporate ‘buyer’ being liable for the STT rather than the option holders. This would greatly simplify any option exercise process immediately prior to completion. The alternative would be for legal advisers to be authorised by the option holders to pay stamp duty on their behalf. This would likely result in the adviser being an ‘accountable person’, where an accountable person will be jointly and severally liable for the STT.

Option holders will be personally liable to pay the STT where relevant, whatever the consideration. Where an M&A transaction requires the exercise of options prior to completion (where options are satisfied by the transfer of shares rather than an issue of new shares), any such exercise will incur the STT and this must be paid by the option holder before completion. Any adviser will be familiar with the potential difficulties of arranging for multiple option holders to sign option documents, often in short timeframes. Therefore, to streamline the STT process prior to completion, legal advisers may need to be authorised by the option holders to pay STT on their behalf. With this in mind, effective wording should be built into the option exercise documents to grant such authority and avoid potential delays to the transaction. A point to watch is the draft definition of ‘buyer’, which refers to the person by whom the consideration for the transfer is payable and may differ from the transferee. We will await further guidance from HMRC as to how this might apply in practice.

The change from a “voluntary” tax to a mandatory tax, with the purchaser liable to pay, also adds a cost to employees participating in equity incentive arrangements which historically have often been borne by the company setting up the arrangements. Going forward, it seems that if a company wants to cover this cost for its participating employees, it will need to “gross up” the tax as it will be paying the employee’s tax liability on their behalf (which is considered a taxable benefit under general tax principles).

What should businesses do now?

Companies operating share plans should start identifying where and when the STT may arise and consider what process changes may be needed. In particular, they should:

review option exercise processes where awards are satisfied by transfers of existing shares
consider whether option exercise documents should provide for the delegation of authority for payment/reporting of the STT
review EBT transfer processes and who will be responsible for any STT reporting and payment
monitor the progress of the draft legislation and HMRC guidance, seeking specialist tax and incentives advice where needed.

Conclusion

The publication of draft legislation is a significant step towards the modernisation of the UK’s stamp taxes regime. Overall, the new digital streamlined processes should generally reduce the time, administrative burden and associated costs for companies implementing share plans, though companies will need to factor in STT costs for lower-value transactions that would currently be exempt. The digital process may make routine filings more straightforward, but businesses will still need controls to ensure STT is identified, reported and paid on time for every share transfer to avoid penalties accruing.

For further advice please contact Dan Sharman dan.sharman@shoosmiths.com or Laura Gould laura.gould@shoosmiths.com

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Securities Transfer Tax: stamp duty (finally) enters the digital age

Wed, 29 Jul 2026 00:00:00 +0100

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article | 6 min read

Securities Transfer Tax: stamp duty (finally) enters the digital age

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The Securities Transfer Tax (STT) should make routine share transfers faster and cleaner, turning a historic ‘voluntary’ documentary tax into a mandatory self-assessment regime.

Published: 29 July 2026
Authors: Daniel Kennedy

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The Securities Transfer Tax (STT) should make routine share transfers faster and cleaner, turning a historic ‘voluntary’ documentary tax into a mandatory self-assessment regime with filing obligations, amendment mechanics, repayment rules and percentage-based penalties.

On 13 July 2026, the government published draft legislation for a new Securities Transfer Tax (STT).The new tax is intended to replace both ad valorem stamp duty and stamp duty reserve tax (SDRT) from 2027, bringing the UK’s share transfer taxes into a single digital, self-assessed regime. Comments on the draft are invited by 7 September 2026, with legislation expected to be included in Finance Bill 2027 with the new tax to take effect in Autumn 2027.

Stamp duty is an archaic tax on documents, while SDRT taxes agreements to transfer chargeable securities (with no requirement for agreements to be in writing). The overlap between the two can be awkward in practice, as the two taxes don’t always dovetail. The STT is designed to replace the fragmented two-tax framework with a single online process, immediate acknowledgement and a tax charge that is triggered by the transaction rather than a document.

0.5% charge on consideration in money or money’s worth

The STT will apply when a person agrees to transfer 'chargeable securities' for consideration in money or money's worth. Chargeable securities will include shares and equity-like debt interests in UK incorporated companies, and units in certain unit trust schemes, together with certain related interests, options and subscription rights. The main rate of the STT will be 0.5% of the consideration, in money or money’s worth, with the charge arising on an agreement to transfer chargeable securities rather than on a stamped instrument.

The concept of chargeable consideration is much broader than under ad valorem stamp duty where the tax only attached to certain types of consideration. One significant question which has arisen is whether the broadening of the concept of ‘chargeable consideration’ means that tax will be payable by reference to the buyer being obligated to procure that the target company being purchased repays debt on completion (a common and well established means of structuring purchases which minimizes the amount of stamp duty payable) and, if this is now seen as chargeable consideration, how does one value that act of procuring?

The ‘buyer’ will be liable to pay the tax. The draft legislation defines the ‘buyer’ as the person by whom the consideration for the transfer is payable and makes it clear that the buyer may differ from the transferee.

Removal of £1,000 de minimis

The draft legislation removes the £1,000 de minimis exemption (treating transactions with consideration of less than £1,000 as exempt from stamp duty). So smaller transfers, eg from minority shareholders, regardless of the consideration, will come within charge, assuming the draft legislation is enacted in its current form.

Stamp duty is currently rounded up to the nearest £5. The STT will not follow this approach and amounts of STT that are payable shall be rounded to the nearest whole penny.

This brings into charge a very large number of transactions that have previously been outside of the scope of the old regime by reason of falling below the £1,000 threshold. This creates a significant administrative burden in connection with what are low value transactions.

Equity incentives

In particular, the removal of the £1,000 de minimis will result in additional tax obligations for option holders who exercise their options in exchange for existing shares that are transferred to them, as well as for employee benefit trusts involved in transferring shares to employees, where the low levels of consideration currently don’t attract stamp duty.

Option holders will be personally liable to pay any STT whenever they exercise their options (assuming those options are satisfied by a transfer of existing shares). Where an M&A transaction requires the exercise of options prior to completion (where options are satisfied by the transfer of shares rather than an issue of new shares), any such exercise will incur the STT and this must be paid by the ‘buyer’, ordinarily the option holder, before completion.

A cashless exercise may, therefore, result in the corporate ‘buyer’ being liable for the STT rather than the option holders. This would greatly simplify any option exercise process immediately prior to completion. The alternative would be for legal advisers to be authorised by the option holders to pay stamp duty on their behalf. This would likely result in the adviser being an ‘accountable person’, where an accountable person will be jointly and severally liable for the STT. Legal advisers may therefore be reticent to fulfil this role.

Our more detailed article ‘What the new Securities Transfer Tax means for equity and incentives’ can be found here.

Same-day registration

Companies will still be restricted from registering certain transfers in the statutory books of the company unless they have evidence that the STT has been paid. However, taxpayers will now file and pay through an online process rather than needing to wait for a stamped stock transfer form. This should enable same-day registration of legal title and will expedite the writing-up of the register of members post-completion. This will be particularly beneficial in the context of pre-sale reorganisations where delays in stamping stock transfer forms currently create friction.

‘Substantial completion’ for shares

One feature of the draft regime is the importation of SDLT-style timing concepts. Under the proposed rules, the STT can arise on the earlier of completion and ‘substantial completion’. The policy objective is clear: where the buyer has obtained the economic benefits of ownership, the tax charge should not be delayed simply because the contract has not technically completed.

This will require consideration where exchange and completion are not simultaneous, completion is conditional and/or where shares/rights are transferred in stages. Advisers will need to focus on when the buyer has, in substance, received the benefits and burdens of ownership - for example voting rights, dividend entitlement, control over the shares or the ability to direct their sale. Although the concept is familiar from land transactions, its specific application to securities will benefit from HMRC guidance.

Contingent, uncertain and deferred consideration

The draft rules should produce a fairer outcome for consideration that is deferred, contingent or unknown at completion. Under the current stamp duty rules, duty is generally calculated once and for all by reference to the consideration known, or capable of being ascertained, when the instrument is executed. Where the consideration is contingent, the ‘contingency principle’ can require duty to be calculated on the assumption that the contingency will occur, even if the amount is never ultimately paid. Conversely, genuinely unascertainable consideration may fall outside stamp duty altogether. Very often this results in tax being paid by reference to a value which does not match the actual consideration eventually paid by the buyer.

The draft STT legislation provides that if the amount of consideration is unknown, the buyer is expected to make a reasonable estimate and pay tax on that basis. If the consideration is uncertain, it may be possible to defer payment in respect of the uncertain amount. Once the final amount becomes known, the STT can be recalculated and any additional tax paid or overpayment reclaimed. It is noted that this requires buyers to continue to monitor the stamp duty position after completion (in contrast to the ‘once and for all’ approach under ad valorem stamp duty). Interest will accrue where tax is not paid within the initial 30-day payment window, so buyers will need to take this into account when calculating any reasonable estimates and eventually settling the final tax amount.

Reliefs, reorganisations and partnership structures

Group relief, reconstructions and acquisitions relief, intermediary relief and the ‘growth market’ exemption will continue to be available under the STT. Share buybacks will be treated in the same way under the STT as under the existing rules.

The draft provisions for group relief include restrictions (as they do for stamp duty) where arrangements involve third parties, and further guidance may be needed on how those rules apply where bank funding is used in a group reorganisation.

Transfers of partnership interests are excluded from the STT, however the draft legislation does include a targeted anti-avoidance provision, to prevent partnership arrangements being used to transfer economic ownership of shares without a charge.

Practical implications for transactions

The reforms should reduce delays, especially where parties currently wait for HMRC stamping confirmation before updating the register of members. At the same time, the introduction of the STT will require advisers to consider:

whether the tax point could arise before formal completion of the share transfer because of substantial completion
who is responsible for filing, payment and dealing with any shortfall or overpayment
how deferred, earn-out or completion accounts consideration will be estimated, trued up and/or deferred
what evidence is needed for reliefs and exemptions, and when it must be available
whether transaction documents should include specific STT covenants/indemnities/warranties, undertakings and information rights
how to manage small transfers that previously relied on the £1,000 stamp duty de minimis, which will now require returns to be made.

Final thoughts

The STT should simplify the UK’s share transfer tax regime. It replaces an anachronistic documentary tax with a single digital charge, removes much of the stamp duty/SDRT overlap and should make registration of legal title faster in routine transactions. It should result in fairer calculations of tax and avoid the current situations where the tax is levied by reference to a different value than the consideration actually provided for the shares (which can work both for and against the taxpayer). However, the removal of the £1,000 de minimis will increase reporting obligations and may complicate some completion processes where there are multiple option holders and/or minority shareholders. We expect there to be considerable lobbying for the threshold to be re-applied ahead of the introduction of the tax in Autumn 2027.

For further advice please contact your usual Shoosmiths contact.

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Shoosmiths advises Atlas Health Capital on investment in AGB-Pharma

Wed, 29 Jul 2026 00:00:00 +0100

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Shoosmiths advises Atlas Health Capital on investment in AGB-Pharma

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Shoosmiths has advised Atlas Health Capital on the acquisition of AGB-Pharma, a specialist pharmaceutical company focused on supporting patients living with sleep disorders.

Published: 29 July 2026

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The investment is being made through Atlas Health Fund I, which was raised in early 2026 and attracted strong investor demand. The transaction will support AGB-Pharma's next phase of growth, including international expansion and the development of its product portfolio.

The Shoosmiths corporate team was led by partner Tim Nye, supported by partner Alison Chivers, principle associates Alice Richmond and Brodie Thomson and associate Jessica Pearson.

Founded in Lund, Sweden, in 2020, AGB-Pharma has rapidly established itself as a leading player in its specialist field. The company is focused on improving outcomes for patients living with sleep disorders and has developed a strong reputation for innovation and patient-centred care.

Atlas Health Capital invests in European mid-market healthcare businesses across the MedTech, niche pharmaceutical and animal health sectors. Through its Anchor, Expand, Accelerate value creation framework, the firm partners with management teams to drive sustainable growth and long-term value creation.

Commenting on the transaction, Ben Long, Founder and Managing Partner of Atlas Health Capital, said:

"AGB-Pharma is exactly the type of specialist healthcare business we established Atlas to support. I am full of admiration for what Stig, founder of AGB-Pharma AB, and his team have achieved. We look forward to working closely with the management team to invest in the business, broaden its capabilities to support more patients and build on the strong foundation the team has laid."

“I would also like to thank the Shoosmiths team for their pragmatic and commercial support throughout the transaction, which has been invaluable in helping us successfully reach this milestone.”

Stig Henningsson, founder of AGB-Pharma AB, added:

"I am particularly proud that AGB-Pharma became the first pharmaceutical company in the world to have Melatonin AGB approved in Sweden for the treatment of children with insomnia and ADHD. I now leave the company in the capable hands of the management team and Atlas, so they can continue the company's mission of improving sleep quality."

Tim Nye, partner in Shoosmiths’ corporate team, said:

"We are delighted to have supported Atlas Health Capital on this investment in AGB-Pharma. The transaction reflects continued investor confidence in high-quality specialist healthcare businesses that combine innovative products, strong management teams and clear opportunities for growth. AGB-Pharma has established a compelling position in an important area of patient care, and we look forward to seeing the business continue its development with the support of Atlas."

The financial terms of the transaction were not disclosed. Completion remains subject to customary regulatory approvals.

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Private equity 2026 half-year update: Resilience & liquidity

Wed, 15 Jul 2026 00:00:00 +0100

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Private equity 2026 half-year update: Resilience & liquidity

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The UK private equity market entered 2026 with cautious optimism. Activity remains selective, with capital focussed on high-quality assets, resilient sectors and businesses with clear value creation plans.

Published: 15 July 2026
Authors: Elizabeth Ward

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PitchBook data presented to Shoosmiths in July 2026 reinforces this nuanced picture. The UK remains Europe’s largest private equity market by deal value, with UK PE deal value ahead of France, Germany, the Netherlands and other major European markets in 2026 year-to-date data. However, UK PE activity is pacing 12% lower year-on-year, compared with a 6% decline across Europe and a 20% decline in the US, suggesting that while activity has moderated, the UK remains relatively resilient in a more challenging global environment.

That resilience is also reflected in the broader structure of the UK market. The number of PE-backed companies in the UK has continued to grow, while the number of publicly listed UK companies has declined. PitchBook’s data shows UK PE-backed companies increasing over the last decade, alongside a continuing fall in the number of publicly listed companies. This points to a longer-term shift in the UK corporate landscape: more businesses are remaining private for longer with private capital continuing to play an increasingly important role in funding growth.

Quality over volume

Activity has continued to favour stronger assets. KPMG’s UK private equity outlook points to competition for quality assets, particularly those with recurring and reliable revenue streams, and identifies bolt-ons, exits and operational value creation as key trends for 2026. That mirrors what we are seeing in our own deal activity at Shoosmiths. Sponsors and portfolio companies remain active, but they are prioritising businesses with a clear investment thesis: opportunities to scale, consolidate fragmented markets, deepen capability, access new customers or use technology to improve operating performance.

Buy-and-build remains central

Buy-and-build strategies remain central, with sponsors looking to create value through existing platforms rather than relying solely on new platform investments. Bolt-ons offer a lower risk route to growth, particularly where they support expansion into new geographies, specialist capability, technology or customer bases. PitchBook’s Q1 2026 European PE data points to this trend, with add-ons as a percentage of buyouts rising from 67.4% in 2025 to a decade high of 71.4% in Q1 2026.

Liquidity, exits and realisation strategies

Liquidity and realisation strategies remain a key focus as sponsors face pressure to return capital to investors. With hold periods extending, firms are exploring a wider range of options, including continuation vehicles, minority recapitalisations and refinancing transactions for stronger assets. We are also seeing greater emphasis on exit readiness well before a formal process begins, as buyers and lenders scrutinise whether the investment thesis has been delivered and where further growth remains available.

Sectors: business services, technology and healthcare remain active

One key growth area is B2B deals, with PitchBook's UK sector data showing that B2B transactions represented a significant share of UK private equity deal value in 2026 year-to-date. This mirrors what we are seeing, with professional and business services remaining highly attractive to private equity, particularly where sponsors can pursue consolidation strategies in fragmented markets. We have supported a number of PE-backed accountancy platforms as they continue to pursue strategic acquisitions across the UK and Europe.

Sponsor interest remains strong in software, automation and technology-enabled businesses that support operational efficiency, regulatory compliance and scalable growth, particularly where AI is delivering demonstrable commercial benefits. Compared with 12 months ago, AI, technology infrastructure and data governance feature much more prominently in diligence processes. The strength of a target's digital capabilities and governance framework is increasingly influencing assessments of investment quality, value-creation opportunities and eventual exit readiness.

Healthcare and essential services continue to attract sponsor interest, although regulatory complexity and valuation expectations are prompting a more selective approach. Sponsors remain focused on businesses with resilient demand, specialist expertise and clear opportunities to professionalise operations and support scalable growth.

Cross-border capital remains important

International capital continues to be key. PitchBook data shows that approximately one in three UK PE deals involve a US sponsor, with US investor participation in UK PE deal count reaching around 32% in 2026 year-to-date data. This demonstrates that UK assets continue to attract international capital, particularly where businesses have strong management teams, scalable models and opportunities for growth beyond the UK.

Increased international capital also increases the importance of cross-border execution capability. Transactions involving US or European sponsors often require coordination across multiple jurisdictions, regulatory regimes and adviser groups. That trend is reflected in a number of Shoosmiths' recent transactions, where international investors, overseas targets and multi-jurisdictional workstreams have required coordinated execution across a wide range of legal and regulatory frameworks.

Outlook for H2 2026

The UK remains a deep and attractive private capital market, but investors are continuing to be selective. We expect quality assets to continue to attract capital, particularly in professional and business services, technology, healthcare, education and infrastructure.

Buy-and-build is also likely to continue to feature prominently, especially where platform businesses need to demonstrate growth and operational progress ahead of eventual exit. We also anticipate continued focus on creative structuring, regulatory planning and exit readiness, particularly as sponsors look to return capital to investors after extended hold periods.

The market still has challenges to navigate, including geopolitical uncertainty, higher financing costs, valuation gaps and a tougher IPO environment. Even so, H1 2026 has shown that private equity remains active where the fundamentals are strong: sector focus, disciplined execution and a clear value-creation plan.

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Are you sure? HMRC’s consultation on the uncertain tax treatment regime

Fri, 10 Jul 2026 00:00:00 +0100

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Are you sure? HMRC’s consultation on uncertain tax treatment regime

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When HMRC introduced the Uncertain Tax Treatment (UTT) regime in 2022, they did so only after abandoning some of their most controversial ideas. Four years later, those ideas are back.

Published: 10 July 2026
Authors: Kate Garcia

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HMRC’s latest consultation, which closed on 4 June 2026, proposes a significant expansion of the regime beyond large businesses: bringing individuals, trusts and additional taxes within scope, tightening the existing exemption and, most importantly, introducing a notification trigger based on competing legal interpretations.

The proposal has attracted significant criticism because it effectively returns to territory that HMRC retreated from during the original UTT consultations.

This article explains the current regime, what HMRC now want to change and why the proposals have attracted such a strong response from professional bodies and advisers.

The Current UTT regime

The current UTT regime applies to large companies and partnerships with UK turnover exceeding £200 million or a UK balance sheet total exceeding £2 billion. Notification is required where the tax advantage exceeds £5 million and the taxpayer either:

adopts a position that is contrary to HMRC’s known position, as apparent from materials published in the public domain or dealings with HMRC; or
makes a provision in its accounts for potential challenge.

It currently applies to corporation tax, income tax (including PAYE) and VAT, and businesses are exempted from making a notification to HMRC where it is reasonable for them to believe that HMRC are already aware of the uncertainty.

The notification is tied to the relevant tax return, and penalties start at £5,000 for a first failure to notify, rising to £25,000 and then £50,000 for repeat failures.

Why HMRC want change

HMRC point to a “legal interpretation” tax gap of £5.4 billion and the relatively small number of notifications made under the existing regime (30 as at 1 January 2026). HMRC appear to believe that significant uncertainties remain outside the current framework and that broader notification requirements are needed.

What HMRC are proposing

The consultation sets out six main proposed changes:

adding extra taxes: HMRC propose to include Stamp Duty Land Tax, National Insurance contributions, the Construction Industry Scheme, Capital Gains Tax and Inheritance Tax within the UTT regime.
extending the regime to apply to individuals and trusts: All individuals and trusts would be included within scope where the tax advantage exceeds a £5 million threshold, with no wealth, income or turnover test applying.
introducing a third notification trigger: Notification would be required where there is more than one credible legal interpretation and HMRC’s view is not known.
a single annual notification date: notification would no longer be tied solely to the filing of the relevant tax return.
a narrower HMRC knowledge exemption: For the exemption to apply, the taxpayer would need to hold confirmation from HMRC that the uncertainty has been brought to their attention, rather than having a belief that HMRC are reasonably aware of the uncertainty.

The proposed third trigger is the most controversial element of the consultation. HMRC want taxpayers to notify where HMRC’s view is not known and there is more than one credible interpretation of the law. The aim is to capture novel or difficult points that may currently fall outside the regime.

Why the trigger is controversial

The difficulty is that the proposal revives many of the concerns that led HMRC to abandon a similar trigger when the UTT regime was first introduced. The core problem is uncertainty about the word “credible”. It is not clear whether this means reasonably arguable, more likely than not, or something else entirely. The consultation provides no clear answer.

This matters because tax advice often involves weighing a range of possible interpretations, particularly where the amounts at stake are significant. If the threshold for “credible” is set too low, taxpayers may feel required to consider and disclose alternative interpretations even where they ultimately adopt a well-supported position.

The test also depends on whether HMRC’s view is ‘known’ or ‘not known’, which is often difficult to determine in practice. This is particularly the case where guidance is incomplete, out of date, unpublished (either because it relates to new policy or has simply never been published) or inconsistent with HMRC’s known operational approach. It is also not unheard of for HMRC to adopt a position that is different from a previously generally understood position.

Practical difficulties

The proposals may be particularly difficult for individuals and trusts. Unlike large businesses, individuals and trusts generally do not have formal tax governance procedures, Customer Compliance Managers or dedicated tax teams. Similar obligations would therefore be imposed on taxpayers who have fewer routes to obtain certainty from HMRC.

It could be argued that some taxes are poor candidates for inclusion. For example, CIS uncertainties are often factual rather than questions of legal interpretation and inheritance tax planning may take place many years before any charge arises. By the time an IHT return is submitted, will executors be able to identify whether the original advice involved more than one credible interpretation of the law?

Next steps

The consultation is presented as a transparency measure designed to reduce the tax gap. However, many stakeholders argue that the proposals place greater responsibility on taxpayers without imposing any corresponding obligation on HMRC to reduce uncertainty through clearer legislation, better guidance or more accessible clearances.

There is a clear irony. The UTT regime was originally narrowed because subjective tests were viewed as unworkable. Four years later, HMRC are proposing to reintroduce a different version of the same idea. Whether this represents sensible evolution or a genuine trip back to the future remains to be seen.

In light of this, large businesses may wish to stress-test how a “credible interpretation” trigger might apply to any current matters, and wealthy individuals, trustees and their advisers should consider the need to start keeping a clearer paper trail of how significant tax positions are reached.

If you would like to discuss what the proposals could mean for you or your business, please contact a member of the Shoosmiths tax team.

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Shoosmiths advises Palatine on investment in OryxAlign

Tue, 7 Jul 2026 00:00:00 +0100

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Press release | 2 MIN READ

Shoosmiths advises Palatine on investment in OryxAlign

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Shoosmiths has advised Palatine Private Equity on its investment in OryxAlign, a specialist provider of mission-critical network design, build and managed IT services.

Published: 7 July 2026

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The investment, made from Palatine's £254 million Buyout Fund V, will support OryxAlign's next phase of growth through a combination of organic expansion and targeted M&A.

Founded in 2006, OryxAlign provides end-to-end network design, build and managed services to a blue-chip customer base across the UK and Europe. The business operates across the data centre and built environment sectors and employs around 130 people globally. Both OryxAlign and Palatine are certified B Corporations, reflecting a shared commitment to responsible and sustainable growth.

Shoosmiths advised Palatine on all legal aspects of the transaction, with a multidisciplinary team led by corporate partner Kiran Dhesi and supported by partner Emma Livesey, senior associate Alice Richmond, associate Annalise Leech and trainee solicitor Maddie Fretwell. The deal also drew on expertise from partner Laura Board, principal associate Caroline Airey (Tax), partner Laura Gould and associate Zahra Shah (Employee Incentives & Share Schemes), and principal associates Suzanne Love and Ben Churchyard and associate Rosie Hunter-Jones (Banking).

Kiran Dhesi, partner in Shoosmiths' Corporate team, said:

"We're delighted to have advised Palatine on its investment in OryxAlign. The transaction brings together a high-quality business and an experienced investor, and we look forward to seeing the business continue its growth journey."

Andy Strickland, Partner at Palatine, said:

"Shoosmiths provided clear, commercial and pragmatic advice throughout the transaction and worked seamlessly alongside our wider adviser group. Their support and understanding of the private equity landscape were invaluable in helping us complete this investment."

The transaction further strengthens Shoosmiths' track record of advising private equity investors and technology businesses on growth investments and strategic transactions across the technology and digital infrastructure sectors.

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Inbound M&A investment into the UK: resilience, sector focus and the evolving deal dynamic

Mon, 29 Jun 2026 00:00:00 +0100

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Inbound M&A investment into the UK

Resilience, sector focus and the evolving deal dynamic

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Shoosmiths recently sponsored the Mergermarket M&A Forum 2026, and a theme of discussion that came through clearly on the day: international appetite for UK assets remains robust - albeit more competitive and increasingly sector-driven.

Published: 29 June 2026
Authors: Ben Turner

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Despite macroeconomic headwinds, geopolitical uncertainty and an uncertain financing environment, the UK continues to attract significant inbound capital, underpinned by its depth of innovation, regulatory stability and global connectivity.

A resilient destination for international capital

Discussion highlighted recent Office for National Statistics data showing that the UK continues to attract significant levels of foreign investment, with inward FDI stock remaining above £2 trillion. While annual inflows have moderated, they remain material, underlining the UK’s resilience as a destination for international capital underpinned by a relatively stable and investor-friendly regulatory environment and a significant valuation discount of UK securities when compared to their US peers .

This resilience is reflected in Shoosmiths’ own deal experience. Analysis of our recent transactions demonstrates a consistent pipeline of inbound investment into UK targets, spanning both strategic M&A and growth capital.

Notably, a significant proportion of recent UK-facing deals we have advised on involve overseas investors acquiring or investing into UK businesses, reinforcing the UK’s status as a core hub for international capital deployment.

Strong activity across mid-market transactions

While mega-deals continue to shape headlines, our data indicates that inbound investment remains particularly active in the mid-market, where valuation expectations are more aligned and processes are often less competitive.

Recent examples include:

The £72.5m acquisition of UK-based defence engineering business STI Enterprises by Swedish-listed NOTE AB
The sale of Hive Media Control Ltd to Panasonic Projector and Display Corporation (Japan)
Investment into ClearToken Holdings Limited by a consortium including Nasdaq and Coinbase

These transactions highlight continued interest from North America, Europe and Asia, with overseas buyers targeting scalable UK platforms.

Sector focus: technology, energy and services lead the way

Inbound investors are increasingly sector-selective, with capital concentrating in areas aligned to long-term structural growth themes.

1. Technology and innovation-driven businesses

Technology remains the standout sector in inbound investment, particularly:

AI and data-driven platforms
Fintech and payments infrastructure
Cybersecurity and software solutions

Examples from our dealbook include:

Multiple overseas-backed investments into UK AI businesses, including healthcare and legaltech platforms
US and European investors backing UK fintech and crypto infrastructure businesses such as ClearToken
Cross-border investments into cybersecurity and enterprise software companies

The UK continues to be seen as a global leader in early-stage and scaling technology businesses, drawing institutional capital from across jurisdictions.

2. Energy transition and infrastructure

There is also clear momentum behind energy transition and infrastructure-related assets, driven by global decarbonisation targets and government policy support.

Shoosmiths’ data highlights inbound investment into:

EV charging and clean energy platforms
Renewable and climate tech ventures
Digital infrastructure and environmental services businesses

This reflects the UK’s positioning as a key testing ground for energy transition technologies.

3. Financial services and professional services

Inbound interest remains strong across regulated industries and services-led businesses, including:

Insurance and financial advisory platforms
Legal and professional services firms
Accountancy and compliance-led businesses

Transactions such as the investment into Northridge Law by US private equity and cross-border accountancy acquisitions demonstrate the UK’s continued appeal as a stable, high-quality services market.

Increasing sophistication in deal structures

Inbound transactions are also becoming more complex and structured, reflecting both valuation gaps and risk allocation dynamics.

Across deals, we are seeing:

Increased use of earn-outs and deferred consideration
Greater reliance on warranty & indemnity insurance
More cross-border structuring and multi-jurisdictional coordination

For example, many transactions in the dataset include earn-out mechanisms tied to EBITDA or revenue performance over multiple years, indicating a continued focus on bridging valuation expectations.

Outlook: cautious optimism, but sustained inbound demand

Looking ahead, the outlook for inbound M&A into the UK remains cautiously optimistic. Key drivers include the continuing strength in innovation-led sectors, the UK’s established legal and regulatory framework (which promotes greater deal certainty) and the comparative affordability of UK assets. Taken together, these factors should continue to drive ongoing interest from global private capital

While macroeconomic factors may continue to impact deal volume and timing, the underlying fundamentals suggest that the UK will remain a priority market for international investors.

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AIM rule changes consultation: Key takeaways for companies & advisers

Fri, 26 Jun 2026 00:00:00 +0100

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AIM rule changes consultation

Key takeaways for companies & advisers

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The London Stock Exchange publishes proposed changes to the AIM Rules for Companies.

Published: 26 June 2026
Authors: Ed Nisbet & Daniela Munro

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On 4 June 2026, the London Stock Exchange (Exchange) published AIM Notice 62 (AIM Notice 62 - Consultation on changes to the AIM Rules for Companies.pdf) (Notice), setting out significant proposed reforms to the AIM Rules for Companies (AIM Rules). These proposals form part of the Exchange’s broader “Shaping the Future of AIM” initiative (Discussion Paper - Shaping the Future of AIM) (AIM Discussion Paper) and are designed to give effect to the proposals set out in the Exchange’s Feedback Statement (Discussion Paper - Feedback Statement - Shaping the Future of AIM) published in November 2025, which the Exchange reports were widely supported by the market.

At a glance, the key changes include:

working capital statement removed – replaced with more flexible disclosure
capital Access Window introduced – allowing temporary suspensions to facilitate broader fundraisings
class tests relaxed – substantial transaction threshold increased from 10% to 25%
RTO regime softened – fewer transactions triggering reverse takeover treatment
greater flexibility for issuers – including UK GAAP adoption and special voting shares
new international “Express Market” route – simplifying access for overseas issuers

Further detail on these changes (and others) is set out below.

1. Streamlining admission requirements

Removal of the requirement to provide a working capital statement

One of the most notable proposals is the removal of the requirement for a clean working capital statement in an AIM admission document.

The Exchange notes that such statements are not required in certain other major international markets, and respondents to the AIM Discussion Paper questioned their value. In particular, the cost of an accountant’s report was viewed as disproportionate and potentially a deterrent to seeking admission to AIM.

The Exchange is proposing to remove the requirement to provide a working capital statement and replace it with disclosure of available capital resources, financial obligations and anticipated 12-month funding requirements.

This represents a significant shift away from a narrow, absolute statement with a limited forward-looking scope towards a more disclosure-based approach.

Accounting standards flexibility

UK-incorporated AIM companies may now use UK GAAP (FRS 102) instead of IFRS. Other local GAAPs may also be permitted where IFRS equivalency is demonstrated. This change is implemented to address the feedback received about the cost of IFRS conversion and complexity relative to the limited value provided to investors and allows AIM companies to adopt accounting standards that are more appropriate for their sector and/or home jurisdiction.

Incorporation by reference

To reduce duplication and length, applicants will be allowed to incorporate information by reference in the AIM admission document where it is already publicly available, provided that this is done in accordance with the guidance notes to AIM Rules 4 and 28. Among other things, these rules require that the AIM admission document contains a working hyperlink to the information incorporated by reference.

AIM Rule 7 – Lock-ins for non-independent non-revenue generating businesses

The Exchange has clarified that AIM Rule 7 does not confer any enforcement powers on it, as such arrangements are contractual in nature between the AIM company and the relevant counterparties. The guidance to AIM Rule 7 has therefore been updated to reflect this position.

The guidance has also been revised to reflect current practice, permitting disposals of locked-in securities within the first 12 months post-admission in limited circumstances.

No AIM admission document for second line of securities

The guidance to AIM Rule 27 now supports the removal of the requirement to publish an admission document for the admission of a second line of securities.

2. Easier Capital Raising – Capital Access Window

One of the more notable proposals is the introduction of a “Capital Access Window”, designed to provide AIM companies with greater flexibility when undertaking equity fundraisings. The Exchange recognises that, in the current regime, companies often need to complete placings on an accelerated basis to mitigate market risk, which can limit the pool of investors and exclude retail investors from the process.

The Capital Access Window is intended to address these constraints by providing a controlled environment in which a broader fundraising can be conducted. In practice, this could allow longer more deliberate marketing processes and broader book-building.

The Exchange will consider requests for a Capital Access Window on a case-by-case basis and, to allow for flexibility, it does not propose to specify the duration of a Capital Access Window.

3. Supporting AIM company acquisition activity

The Exchange is proposing certain changes to the classification and treatment of transactions under the class tests, which represent a significant recalibration of AIM’s approach to acquisitions and disposals.

Substantial transaction threshold - under the current AIM Rules, a transaction is classified as a “substantial transaction” where any of the applicable class tests exceed 10% and the proposal is to increase this threshold to 25%, aligning AIM with the Main Market regime.

Reverse takeover (RTO) test (AIM Rule 14) - the Exchange proposes to amend the RTO test such that exceeding 100% on class tests alone will no longer automatically constitute an RTO. Provided that such an acquisition does not result in a fundamental change to the AIM company’s business, board or voting control (or depart materially from its investing policy, in the case of an investing company), the transaction will be classified as a substantial transaction under AIM Rule 12 with disclosure calibrated to enable investors to assess the transaction.

No automatic suspension on notification of an RTO – the changes amend the guidance to AIM Rule 14 to allow a nominated adviser to request that an AIM company is not suspended upon announcement of a proposed RTO not accompanied by an admission document, provided the nominated adviser is reasonably satisfied that appropriate alternative disclosure can be made to enable investors to make an informed assessment of the proposed enlarged group. The nominated adviser will be required to consult with the Exchange in advance of the notification.

Delay in completion of an RTO – in the event of a delay between shareholder approval of a proposed RTO and its completion, no supplementary AIM admission document would be required if there is no new significant factor, material mistake or material inaccuracy. The AIM company would instead be required to announce appropriate updates to ensure that the market remains properly informed.

Option agreement not constituting an RTO – under the amended guidance to AIM Rule 14, entry into an option agreement would not constitute a proposed RTO where the Exchange is satisfied that (a) the option is exercisable at the AIM company’s sole discretion, (b) the likelihood of exercise is remote; and (c) when exercised, the option is unlikely to result in a fundamental change of business, board or voting control.

Class Tests Changes – the proposed changes to Schedule Three of the revised AIM Rules remove the profits class test (except for AIM Rule 13 (related party transactions)) and permit a pro-rata gross capital class test for investing companies undertaking acquisitions in line with their investing policy where the acquisition does not result in control and/or consolidation.

4. Greater flexibility to support innovative and growing companies

To provide founder-led companies, greater flexibility to operate their businesses in a manner most appropriate for them, the following changes are proposed by the Exchange:

AIM Rule 13 (Non-Standard Director Remuneration) – under the revised guidance to AIM Rule 13, standard remuneration will not be considered a related party transaction. Non-standard remuneration will be considered a related party transaction, however, where a nominated adviser is satisfied that the contractual terms for director remuneration (that is not part of the standard remuneration package) provide reasonable commercial protections for the AIM company (such as good leaver/bad leaver terms, provisions for clawback, conditions/deferral/performance measures etc.) and those terms are disclosed, the nominated adviser does not need to provide a fair and reasonable opinion. Where there is uncertainty on whether such remuneration provides reasonable commercial protections, the AIM company should seek shareholder approval.
·Special Voting Shares –the issue of special voting shares (SVS) would be permitted, subject to the company's constitution complying with limitations on who may hold those shares and the exercise of voting rights attached to them.T he proposed limitations are:(a) the SVSs can only be held by directors/employees, existing investors/shareholders or their wholly owned/controlled vehicles, (b) the voting rights on SVS cannot be transferred, except within the same permitted group, (c) the SVS holders cannot vote on key conflict-sensitive matters, namely remuneration, related party transactions involving them and cancellation of admission.

5. Providing greater agency for AIM companies

·Corporate governance disclosure – whilst an AIM company will still be required to follow a recognised corporate governance code, it will not be required to comply or explain against that code. Instead, it will be required to disclose its corporate governance approach in five key areas, being (a) board composition, (b) directors’ roles and responsibilities, (c) remuneration and performance, (d) risk and control frameworks, and (e) the company’s approach to investor relations.
Proxy advisor engagement - AIM Rule 26 is also proposed to be amended to allow AIM companies to disclose details of proxy advisor engagement voluntarily by way of notification or on their website. Where an AIM company chooses to voluntarily disclose details of its proxy advisor engagement it may include: (a) details of the matter(s) requiring shareholder approval to which the proxy advisor engagement relates, (b) identification of the voting policy or guidelines applied by the proxy advisor, and (c) an explanation of how the AIM company’s view differs from proxy advisor expectations.
Third party commentary – further changes to AIM Rule 26 are proposed to address concerns raised from market participants in respect of information, commentary or speculation being posted on bulletin boards or through other forms of media which may give rise to concerns regarding civil or criminal market abuse, or which may amount to public abuse (and any associated criminal offences) of AIM companies and/or their directors. These changes should empower AIM companies to reply, either through a notification or on their website, to third party commentary, speculation or criticism (wherever published and in whatever form). However, a choice not to reply should not be taken as acceptance, agreement or endorsement by the AIM company of any such commentary, speculation or criticism.

6. Attracting international companies and ease of transfer for Main Market companies

The Exchange is proposing to update the current AIM Designated Market (ADM) route for international companies to support accelerated admission to AIM for companies from a broad range of international jurisdictions.

The existing ADM route is to be replaced with a new “Express Market” route, enabling a wider range of overseas companies, which are listed on a market (Express Market) that is regulated by, or operated under the oversight of, a regulatory body or entity which is a member of the International Organisation of Securities Commissions (IOSCO), to join AIM more efficiently. IOSCO is the international body that brings together the world's securities regulators and represents an internationally recognised regulatory standard.

Key features include a shortened pre-admission timetable (with the Schedule One gazetting period reduced down from 20 business days to three) and the removal of lock-in requirements for these applicants. To maintain market integrity, eligibility criteria would apply, including: (a) a minimum four-year trading track record on an Express Market, (b) no fundamental recent changes to the business or board, (c) a minimum expected market capitalisation of £20 million, and (d) the availability of English-language disclosures.

In addition, a new dual market admission route is proposed, allowing companies listing simultaneously on an Express Market and AIM to leverage the same disclosure document, removing the need for a separate AIM admission document and reducing duplication and cost.

7. Removing dual disclosure regimes

The Exchange proposes to replace the current AIM Rule 11 disclosure requirement with a new rule aimed at removing duplication with UK MAR. Under the proposed approach, an AIM company would be required to maintain adequate systems, procedures, resources and controls to monitor and identify developments that could materially affect its business and/or prospects.

Ensuring that the nominated adviser retains a key role in discussions regarding the disclosure of inside information, the revised rules make it clear that companies are expected to engage proactively with their nominated advisers on developments.

Concluding remarks

While the proposals are subject to consultation, they signal a clear direction of travel towards a more flexible and internationally competitive AIM regime.

Companies considering an AIM IPO should benefit from lower costs and friction, greater structuring flexibility. Existing AIM companies are likely to benefit from a simpler M&A execution landscape, more flexibility in applying corporate governance standards and an enhanced ability to respond to market narratives.

At the same time, the proposed reforms place greater reliance on disclosure and adviser oversight, increasing the importance of nominated adviser judgement and engagement.

Comments from market participants are invited by the Exchange by close of business on 2 July 2026 and should be submitted to aimnotices@lseg.com. Following the consultation, the Exchange will review feedback and publish the final rule amendments.

If you wish to discuss this article, please contact the authors or your usual Shoosmiths contact. We are here to answer any questions you may have.

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A significant expansion of corporate criminal liability

Wed, 17 Jun 2026 00:00:00 +0100

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A significant expansion of corporate criminal liability

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This article considers the potential impact of Section 250 of the Crime and Policing Act 2026 on the criminal liability of organisations for the actions of their senior managers.

Published: 17 June 2026
Authors: Rubina Zaidi

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Overview

Section 250 of the Crime and Policing Act 2026 represents a significant expansion of corporate criminal liability in the UK.

From 29 June 2026, organisations (including companies and partnerships) may be held criminally liable where a senior manager commits any criminal offence when acting within the actual or apparent scope of their authority.

This reform replaces the narrower senior manager regime under the Economic Crime and Corporate Transparency Act 2023 and extends corporate liability for senior managers’ criminal actions to a far wider range of criminal offences (save for those not capable of being committed by a corporate entity, for example, murder).

Section 250 makes it easier for prosecutions for corporate criminal liability to be brought as prosecutors will not be required to identify the organisation’s “directing mind and will” to attribute wrongdoing to the organisation. This significantly increases regulatory risk for organisations.

Background: The existing framework

Until the reform, an organisation can only usually be liable for the criminal acts of an individual working for the organisation if prosecutors prove that the offending individual should be regarded as the organisation’s “directing mind and will”. In practice, this means directors and senior executives.

The need to identify the “directing mind” has often been challenging for prosecutors, particularly in relation to organisations with complex structures, where decision-making may overlap or be distributed across layers of management.

The introduction of section 250 will make criminal prosecutions of organisations easier by effectively removing the need to identify the directing mind principle.

The new senior manager test

Under section 250, an organisation may be guilty of committing a criminal offence where:

a senior manager commits a criminal offence
the individual is acting within the actual or apparent scope of their authority.

The requirement that the individual acts within “actual or apparent authority” does not mean the conduct itself must have been explicitly authorised. It is sufficient that the conduct:

was of a type the individual was authorised to undertake
would ordinarily fall within the activities of someone in that role.

This significantly increases the likelihood that wrongdoing will be attributed to the organisation.

Who is a “senior manager”?

The definition of “senior manager” includes any individual who plays a significant role in:

making decisions about how all or a substantial part of the organisation’s activities are managed or organised
actually manages or organises all or a substantial part of those activities.

The definition extends well beyond individuals at board-level individuals and may include heads of divisions or of business units, regional managers, and senior functional leads.

Increased risk exposure

Defences under section 250 are narrowly limited. An organisation cannot avoid liability by showing it had reasonable procedures in place and/or it had taken reasonably practicable steps to avoid the offending conduct taking place or based on its due diligence. Nor does it matter that the conduct was not intended to benefit the organisation.

The reform means organisations may face liability arising from senior manager conduct across a wide spectrum of areas.

The reform is therefore expected to increase the risk that organisations will be found criminally liable for offences committed by their senior managers. Scrutiny of organisations’ culture, leadership, and governance will also increase.

Enforcement and penalties

Section 250 expands the basis for liability, but authorities will continue to consider the factors set out in the CPS- SFO Guidance on Corporate Prosecutions when making enforcement decisions such as whether:

the organisation took a proactive approach to compliance
the organisation self-reported misconduct
effective compliance programmes were in place
the offending was isolated or systemic.

Evidence of robust compliance and governance arrangements remains key to reducing the risk of enforcement.

If convicted, the organisation will face a fine. The maximum fine depends on the offence charged, but for most serious crimes an unlimited fine will be available.

Practical steps for organisations

Organisations should take proactive steps ahead of implementation. Key steps include:

identifying individuals who may be regarded as senior managers, based on their role and activities rather than title and salary
assessing areas of the business where senior manager conduct may create a higher risk of criminal or non-compliant activities
providing targeted training to senior managers, including on the scope of their authority and the potential corporate consequences of misconduct
reviewing governance arrangements to ensure clear allocation of responsibilities, effective oversight and well-defined reporting lines
maintaining robust documentation of compliance programmes, training and internal controls.

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From pilot to production: Making smart factories work in the real world

Fri, 12 Jun 2026 00:00:00 +0100

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From pilot to production: Making smart factories work

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Why smart factory pilots fail in practice. Key takeaways from Subcon 2026 on closing the gap between ambition and execution.

Published: 12 June 2026
Authors: Wei Wu

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Summary

Smart factory programmes rarely fail because of weak ambition. They fail when execution drifts away from reality with too many organisations prioritising technology over operational need. That was the message from the Subcon 2026 panel “From pilot to production: Making smart factories work in the real world”, chaired by Shoosmiths’ Wei Wu in Birmingham earlier this month. In this article, we outline some of the key takeaways from the discussion.

Panellists

Wei Wu, Partner & Manufacturing Sector Lead, Shoosmiths (Chair)
Claire Robinson, Divisional Director & UK Industry Cluster Lead, Drees & Sommer
Dr Marco Chacin, Head of Actuators and End Effectors, Airbus
Russell Watkins, Lean Transformation Expert & Co-founder, Sempai
Shazan Siddiqi, Automotive Trends Strategist, Advanced Propulsion Centre UK

Where smart factories go wrong

The most consistent issue is also the simplest: projects are built around technology rather than need.

Too many initiatives begin with ambition – full automation, digital twins, end-to-end visibility – without first understanding what is broken. That creates solutions that look impressive but struggle to justify their place on the factory floor.

This misalignment is reinforced during delivery. Transformation programmes are often driven from the centre, by teams tasked with hitting efficiency targets. Yet the detail that determines success sits elsewhere: on the shop floor, within existing processes, and with the people who run them. When those perspectives are missing, pilots translate poorly into live environments.

The result is predictable. Systems that worked in isolation fail to integrate. Business cases begin to stretch. What once looked like a five-year return becomes a 10-year question.

Scaling exposes the truth

The move from pilot to production is where assumptions are tested and usually exposed.

Legacy infrastructure is the first pressure point. Most factories are not built from scratch. They rely on systems that were never designed to connect, let alone share data in real time. Retrofitting becomes necessary, and quickly expensive.

At the same time, the economics shift. Integration costs, operational disruption and ongoing complexity reduce the viability of large-scale rollouts. What seemed viable at pilot stage becomes difficult to justify when applied across an entire site.

There is also a tendency to over-engineer. In trying to future-proof systems, organisations introduce layers of complexity and control that slow delivery. The result is not resilience, but inertia.

Against this backdrop, a more pragmatic view is emerging. The goal is no longer a fully rebuilt, fully connected factory. It is a hybrid environment where new technology sits alongside existing systems, focused on the points that deliver the most value.

What practical transformation looks like

Moving from pilot to production requires a shift in mindset as much as capability.

The strongest programmes begin not with investment decisions, but with operational clarity. They ask direct questions about performance today: where losses occur, how they can be measured, and what the cost of inaction really is. Only then do they consider how technology fits.

This approach changes the nature of the business case. Instead of projecting theoretical returns, it builds from what already exists. Improvements are targeted. Investment is phased. Value becomes visible earlier.

It also forces organisations to confront a less obvious risk: knowledge. In many cases, critical understanding of systems is held by a small number of experienced individuals. As those individuals move on, so does the organisation’s ability to operate, adapt and scale. Without capturing that knowledge, transformation becomes fragile from the outset.

In practice, delivery is rarely linear. It involves coordinating multiple teams, working around systems that cannot be stopped, and improving performance while production continues at pace. That reality cannot be modelled in a spreadsheet. It has to be managed on the ground.

The role of funding and sector pressure

External funding is increasing the level of discipline.

Programmes tied to public investment require organisations to articulate their starting point in detail. It is not enough to present a compelling idea – there must be a clear baseline, a quantified problem and a credible path to value.

This is particularly evident in sectors such as automotive, where innovation is closely linked to broader industry shifts. Manufacturing decisions are no longer driven purely by efficiency. They are shaped by regulation, supply chain resilience and long-term capability.

Battery production is one example. Emerging requirements around material sourcing and traceability are pushing manufacturers to think beyond individual processes. The ability to track inputs, understand origins and demonstrate compliance is becoming as important as production efficiency itself.

That changes the nature of transformation. It is no longer just about making factories smarter. It is about making them fit for a more complex, more scrutinised environment.

Closing the gap

The difference between a successful pilot and a successful rollout comes down to discipline.

Organisations that scale effectively are not the ones that invest the most in new technology. They are the ones that start with a clear understanding of their operations, focus on real problems, and build change around what already works.

They are also prepared to move at the pace reality demands: incremental where needed, decisive where it matters. Smart factories do not fail at scale because the concept is flawed. They fail because execution drifts away from the conditions they were designed for.

Bring it back to those conditions – operational, commercial and human – and production follows.

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Holiday pay: Lessons from a tribunal award

Wed, 10 Jun 2026 00:00:00 +0100

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Holiday pay: Lessons from a tribunal award

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Holiday pay is back in focus. We consider Littlewood v Nuffield Health, new duties for employers under the Employment Rights Act 2025 and the steps employers should take now.

Published: 10 June 2026
Authors: Darlia Williams

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The recent Employment Tribunal decision in Littlewood v Nuffield Health, which resulted in an award of approximately £149,000, has brought holiday pay back into focus.

Although the decision turned on its own facts, it is a useful reminder of the risks employers face where holiday pay is calculated incorrectly, payroll records do not stand up to scrutiny, or annual leave decisions are not communicated effectively.

The Employment Rights Act 2025 also brought into force a new statutory duty on employers to keep detailed records of holiday entitlement and holiday pay. This means employers now face a dual risk: not only getting calculations wrong but also being unable to evidence compliance.

This article highlights the key legal issues and the practical steps employers should now take.

The legal position

Workers are entitled to 5.6 weeks of paid annual leave. The key principle is that holiday pay should reflect ‘normal remuneration’. In other words, a worker should get the same pay when they are on holiday as when they are at work.

For workers with fixed hours and pay, this is relatively straightforward. However, where normal pay varies because workers receive additional earnings such as commission or overtime, holiday pay calculations must reflect those elements. This issue often arises in sectors with variable hours or performance-based earnings, and Littlewood demonstrates that tribunals will scrutinise both the calculation itself and the employer’s ability to explain it.

Calculating holiday pay

For workers with variable earnings, employers should generally apply a 52-week reference period, averaging pay over the last 52 paid weeks. Government guidance makes clear that holiday pay should not be limited to basic salary and should include elements of normal remuneration such as:

commission
payments that are intrinsically linked to the performance of tasks under the contract
regular payments linked to professional or personal status
contractual overtime
voluntary overtime worked on a regular basis

The aim is to reflect what the worker would ordinarily receive if they were working, by taking a genuine average of gross pay rather than applying a simplified or ‘top-up’ method that risks underpayment.

For contractual overtime, the position is relatively clear. However, voluntary overtime is more difficult. The guidance and case law suggest it should be included where it is sufficiently regular to form part of normal remuneration, but there is no definitive legal threshold for what counts as ‘regular’. That remains a question of fact in each case, which is why a clear and consistent methodology matters.

Although the tribunal in Littlewood did not provide further guidance on this point, it did underline the evidential risk for employers: if an employer cannot clearly demonstrate how holiday pay has been calculated, a tribunal may be prepared to accept a claimant’s own figures, as happened there. The case is also a reminder that unclear payslips, unexplained credits and debits, and inconsistent descriptions of payments can significantly weaken an employer’s position.

Recording holiday pay

From 6 April 2026, the Employment Rights Act 2025 requires employers to keep records of annual leave and holiday pay. Enforcement is expected to be overseen by the Fair Work Agency (FWA) and an employer that cannot prove compliance may commit a criminal offence. The maximum penalty is likely to be an unlimited fine.

Employers must now record:

the amount of statutory annual leave taken by each worker
clear evidence of how holiday pay is calculated, including exactly which pay elements (such as commission or overtime) are included or excluded
details of any holiday carried over from previous years
any payments made in lieu of holiday, such as pay for accrued but untaken holiday on termination

These records must be accurate, accessible and retained for at least 6 years from the date they were made. Although there is no prescribed format and employers can use digital systems or paper, the records must be detailed enough to justify 52-week average calculations for workers whose pay varies.

Without clear and accurate records of holiday entitlement, leave taken and holiday pay calculations, employers may struggle to defend claims and could also face penalties from the FWA.

What employers should do now

The practical lessons from Littlewood are clear. Employers should:

review holiday pay policies and procedures to ensure compliance
review holiday pay calculations to ensure all elements of normal remuneration are included; in some cases, the simplest and lowest-risk approach may be to include all voluntary overtime earned over the previous 52 weeks
check that holiday pay is clearly identified on payslips and that payroll codes are intelligible
audit existing systems against the new record-keeping requirements
ensure holiday request decisions are consistent and communicated to workers in good time

A proactive review now will put employers in a stronger position to comply with the new record-keeping regime, reduce the risk of holiday pay claims and avoid the evidential problems highlighted in Littlewood.

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Foreign PE exemption set to become mandatory for UK companies

Tue, 9 Jun 2026 00:00:00 +0100

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Foreign PE exemption set to become mandatory for UK companies

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The UK is set to mandate the foreign PE exemption. Whilst overseas profits will not be subject to UK tax, foreign losses will no longer be available to reduce UK tax liabilities.

Published: 09 June 2026
Authors: Laura Board & Laura Gould

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The UK Government has announced changes to the tax treatment of UK companies with foreign permanent establishments (PE).

For accounting periods beginning on or after 1 January 2027 (with the changes commencing from 1 September 2026 for oil and gas companies), the choice of whether a UK company can include the foreign PE’s profits and losses into its UK tax calculations will be removed. A mandatory exemption regime will apply resulting in: (i) the foreign PE’s profits no longer being subject to UK corporation tax; and (ii) the foreign PE’s losses no longer being available to reduce the company’s UK corporation tax liabilities.

The need for change

Under the current rules, without making an exemption election, UK companies are subject to UK corporation tax on the profits of its foreign PEs. The foreign PE’s losses are also available to be used to offset against UK profits.

In its Policy Paper, HM Revenue & Customs confirms the ability to offset foreign losses against UK tax is not balanced by equivalent foreign profits being taxed in the UK. This may arise because UK tax is reduced by double taxation relief or because profitable foreign PEs are subsequently incorporated and therefore removing profits from the charge to UK corporation tax (without generally triggering a taxable gain).

As a result, it is considered that the UK is effectively subsidising overseas losses without taxing the related foreign profits. The UK Government has confirmed that this change in approach is standard international practice to seek to protect against this outcome.

Next steps

Businesses should begin assessing the expected performance of their foreign PEs and reviewing their current structures now, ahead of 2027. Draft legislation is due to be published this Summer, which is expected to include both transitional rules and anti-avoidance rules aimed at artificially accelerating the utilisation of foreign PEs losses to minimise the impact of this change.

Please get in touch with our Tax & Incentives team to discuss how these changes may impact your business. They would be very happy to discuss your multinational tax arrangements with you.

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Shoosmiths advises Azets on acquisition of Muldoon & NI expansion

Wed, 3 Jun 2026 00:00:00 +0100

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Press release | 1 MIN READ

Shoosmiths advises Azets on acquisition of Muldoon & NI expansion

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Shoosmiths has advised international accountancy and business advisory group Azets on its acquisition of Belfast-based accountancy and advisory firm Muldoon, marking Azets' entry into the Northern Ireland market and further strengthening its presence across the UK and Ireland.

Published: 3 June 2026

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Established more than 40 years ago, Muldoon provides accounting, tax, audit and advisory services to more than 1000 clients across a wide range of sectors. The firm has built a strong reputation in the Northern Ireland market for its high-quality advice and people-first approach. It employs over 40 people.

The transaction broadens Azets' regional footprint and enhances its ability to support clients across the UK and Ireland, while creating a new platform for growth in Northern Ireland. Following completion of the transaction, Muldoon will immediately rebrand as Azets.

Shoosmiths advised Azets on all legal aspects of the transaction.

The Shoosmiths team was led by Partner Simon Procter, Associate Emily Egan and Trainee Solicitor Bonnie Hasselman, who advised on corporate matters. Senior Associate Carly Cutler provided tax advice, Partner Sarah Ewing provided real estate advice and Principal Associate Alex Bevan provided HR advice.

Simon Procter, Partner in Shoosmiths’ Corporate team, said: “It has been a pleasure to support Azets on another key acquisition. Muldoon has gained a reputation as an outstanding regional firm with strong client relationships across multiple industries and a culture that aligns closely with Azets. The transaction represents a significant milestone in Azets’ growth strategy as it expands into Northern Ireland and reflects the continued investment and consolidation we are seeing across the accountancy and advisory sector."

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Automotive Conference 2026: From disruption to delivery

Fri, 29 May 2026 00:00:00 +0100

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Automotive Conference 2026: From disruption to delivery

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Shoosmiths’ annual Automotive Conference brought leaders together to tackle disruption—from automated vehicles to finance trust. Here are the key themes shaping what’s next.

Published: 29 May 2026
Author: Jonathan Smart

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The annual Shoosmiths Automotive Conference brought together leaders from across manufacturing, technology, finance and legal to tackle the forces reshaping the sector – from automated vehicles and supply chain resilience to motor finance trust and the future of dealerships. This article brings together the day’s key themes and debates, setting out what’s changing now and where the industry is heading.

This time, automated vehicles are moving from concept into real-world deployment

Panel: Automated vehicles: An exciting road ahead for the UK & beyond

Speakers: Ben Gardner, Partner, Shoosmiths; Robert Bateman, Manager – Vehicle Research & Advanced Engineering, Nissan Group of Amieo; Mihail Krepchev, Head Of Legal, Wayve Technologies Ltd

The opening panel was clear: AVs are moving out of theory and onto UK roads. With robotaxis expected in London, a maturing regulatory framework and live commercial trials, the shift is underway. To illustrate the point Nissan has moved beyond research into real-world deployment and mobility services. Wayve, meanwhile, pointed to growing investment and heavyweight partners. The message was simple: this is no longer a distant future.

No single player will deliver AVs alone; collaboration across OEMs, software firms, regulators and infrastructure partners is essential. . On that front the UK has an edge with regulatory readiness, deep engineering talent and an influence on global standards. But technology alone won’t unlock scale. Public confidence remains critical and adoption will only follow once people trust how AVs behave on real roads.

AVs are not just about self-driving cars — they’re about access, safety and new services with Robert Bateman framing AVs as a shift from carmaker to service provider. They can also be of benefit for nervous drivers, people with limited mobility and those who currently depend on others to travel. As a result, more consistent driving, safer streets and smarter cities could deliver lasting economic and social value for the UK.

Supply chains are being rebuilt for resilience

Panel: Build or integrate? Re‑wiring supply chains, logistics & manufacturing

Speakers: Caroline Chester, Legal Director, Shoosmiths; Wei Wu, Corporate Partner & Manufacturing Lead, Shoosmiths; Rupal Harrison, Head of Legal & Compliance, Company Secretary, Daimler Truck & Daimler Buses UK; Edwin Morgan, Policy & Public Affairs Director, UKWA

Geopolitics, tariffs, fuel volatility, labour shortages and energy disruption have exposed how fragile global models can be. This isn’t the end of globalisation: it’s a reset. Businesses are rethinking where they need control, where single‑source risk runs too deep, and where localisation or vertical integration can protect continuity.

The build‑versus‑integrate debate has become a strategic choice about ownership. Speakers argued that companies should retain control of what matters most — data, forecasting, analytics and customer insight — while partnering on platforms, logistics and specialist tech. Examples like build your dreams (BYD) show the upside of owning more of the value chain. But the warning was clear: trying to build everything slows execution and raises risk.

Despite rising customer expectations, many B2B supply chains still lack real‑time visibility. That gap raises hard questions around data ownership, cybersecurity and cross‑border compliance. At the same time, challenges like battery logistics, charging infrastructure and freight electrification are simply too big for any one business to solve alone. The takeaway? Future resilience will be built on shared data, stronger ecosystems and more joined‑up policy and infrastructure planning.

Motor finance is a trust issue, not just a regulatory one

Panel: Reset to restart: Being the trusted brand again

Speakers: Wayne Gibbard, Commercial Partner, Mobility, Logistics & Manufacturing Sector Co-Lead, Shoosmiths; Mitch Barltrop, Senior Managing Director, FTI Consulting

Motor finance is experiencing a trust reset, driven by regulatory scrutiny and shifting customer expectations.. FCA commission redress has created uncertainty, but compensation mechanics aren’t the real story. The bigger challenge is what this moment means for long‑term customer trust — and how the sector rebuilds it.

As part of the session Shoosmiths and FTI Consulting presented the results of its motor finance study which surveyed 2,000 vehicle owners across the UK on their experiences and attitudes – click here for the full survey findings. Customers still value motor finance, but too often they don’t trust what they’re being shown. Confusing pricing, complex incentives and dense documentation remain the pressure points — even where practices have improved. The message was simple: strip it back. Explain pricing clearly. Speak like a business that’s on the customer’s side. Transparency is no longer just about compliance — it’s how brands win.

Public perception is being driven by media, social channels and claims firms — often ahead of legal outcomes. The panel noted that firms have gained little credit for changes already made, partly because direct customer communication is still too weak. The takeaway: take control. Lead with clear, authoritative, customer‑first messaging — or risk trust being defined by others.

Physical dealerships remain central, evolving into multi-functional hubs combining sales, servicing and brand experience.

Panel: Showrooms, not showpieces: The investable reality of auto retail

Speakers: James Needham, Real Estate Partner, Mobility, Logistics & Manufacturing Sector Co-Lead, Shoosmiths; Catherine Hood, Real Estate Partner, Shoosmiths; David Hammersley, Business And F&I Manager, NFDA; Richard Stephens, Director, Robert Stephens & Co; Nigel Wells, Head of Network Development, Stellantis &You

Despite the growth of online sales, car buying remains a major financial and emotional decision. Customers want to see, test and experience vehicles in person. Physical sites also play a critical role in explaining increasingly complex products — particularly EVs and finance — where confidence is built face to face.

As a result, dealerships are becoming more flexible, multi‑functional spaces. Sales, servicing, aftersales — and in some cases multiple brands — are coming together under one roof. Brand experience still counts, but sites now need to work harder commercially and deliver value across the full customer journey.

Affordability, flexibility and infrastructure are the real constraints. Dealers face high fit‑out and operating costs, shorter lease horizons and the need to retrofit sites for EV charging. At the same time, competition for land is intensifying as automotive uses compete with industrial and logistics demand. As a result, real estate strategy is becoming a core commercial decision, not a background issue.

Back to basics: Clarity, judgement and focus

Panel: Running legal like a business: Practical steps for lawyers in a changing industry

Speakers: Jonathan Smart, Litigation Partner, Mobility, Logistics & Manufacturing Sector Co-Lead, Shoosmiths; Jonathan Lipman, Group General Counsel, Mercedes-Benz UK; Paul Gilbert, Director, LBC Wise Counsel

Lawyers need to translate complexity into plain English, be open with their teams, and stop living in permanent reaction mode according to the final panel session. Stronger boundaries matter. Not to block the business, but to support it properly, without burning out or losing focus.

The panel identified a growing confidence in AI tools like Copilot, particularly for practical gains such as summarising emails or sharing knowledge across teams. But the discussion drew a firm line: AI supports better prioritisation and efficiency; it does not, and should not, replace legal thinking.

As a result, the core job remains the same: run the day job well, spot what’s missing, understand the wider business context, and build a stronger function for the future. In summary, legal teams need to spend less time on low‑value tasks, be sharper about what genuinely needs legal input, and make deliberate, risk‑based choices about where to focus their energy.

More information

To stay up to date for the conference next year, register via the link below:

https://www.shoosmiths.com/sign-up

https://youtu.be/JeFLKFVXRo4

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Shoosmiths advises HIVE shareholders on its sale to Panasonic

Thu, 28 May 2026 00:00:00 +0100

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Press release | 1 MIN READ

Shoosmiths advises HIVE shareholders on its sale to Panasonic

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Shoosmiths has advised the shareholders of HIVE Media Control Ltd (“HIVE”), a UK-based media technology company, on the sale of 100% of its issued shares to Panasonic Projector & Display Corporation (“Panasonic”), a Japan-based manufacturer specialising in professional projection, display and visual solutions technology.

Published: 28 May 2026

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HIVE develops media server and control solutions for immersive audio-visual experiences and large-scale digital installations worldwide, with its BeeBlade platform deployed across major projects, including the BBC Earth Experience, the National Museum of Qatar and the Michelangelo Sistine Chapel exhibition. The transaction marks Panasonic’s continued evolution into a broader visual solutions provider, expanding beyond hardware into software and integrated media delivery solutions. HIVE will continue to operate as a standalone business, preserving the independence, agility and openness that underpin its market position.

The Shoosmiths team was led by James Foster, Partner in the firm’s Corporate team, with support from Legal Director Natalie Redfern, Senior Associate Jordan Collinson and Associate Arvind Paramiswaran. From the firm’s tax team, Partner Laura Board and Senior Associate Carly Cutler also advised on the transaction.

James Foster, Partner at Shoosmiths, commented: “We’re delighted to have supported HIVE on this important transaction. The deal highlights continued international interest in innovative immersive and audio-visual technology businesses, particularly those with strong proprietary platforms and global applications. Delivering the transaction required close collaboration across jurisdictions and stakeholders, reflecting the increasingly cross-border nature of strategic investment activity in the technology sector – an area which Shoosmiths has significant experience.”

Mark Calvert, CEO of Hive Media Control Ltd, commented: “This was the third time we’ve worked with James and his team at Shoosmiths, and I cannot recommend them highly enough.

“They patiently and clearly guided us through a complex acquisition process with our new Japanese owners Panasonic. The team at Shoosmiths was exceptional throughout, and their expertise proved invaluable at every stage.”

Shoosmiths’ corporate team of over 150 lawyers specialises in the premium and upper mid-market and is one of the UK’s leading advisers on domestic and cross-border M&A transactions across a range of sectors, including technology, media and entertainment.

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Shoosmiths advises Azets on acquisition of Alextra Accountants

Mon, 11 May 2026 00:00:00 +0100

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Press release | 1 MIN READ

Shoosmiths advises Azets on acquisition of Alextra Accountants

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Shoosmiths has advised Azets on its acquisition of Alextra Accountants, one of the North West’s fastest-growing accountancy and business advisory firms, strengthening Azets’ presence across the region and supporting its continued UK expansion strategy.

Published: 11 May 2026

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Alextra, which operates across Stoke-on-Trent, Crewe and Warrington, supports clients across the North West and has built a strong reputation through consistent organic growth and long-standing relationships with SME clients.

The acquisition represents an expansion into the corridor between Birmingham and Manchester for Azets, which has 4,000 people working across more than 70 offices in the UK, and strengthens its presence in the North West region ahead of further investment, and recruitment in the area.

Colleagues at Alextra will benefit from Azets’ investment in people, technology and infrastructure – creating new opportunities for development and enabling even stronger service delivery for clients.

Shoosmiths advised Azets on all legal aspects of the transaction.

The Shoosmiths team was led by Partner Simon Procter, Senior Associate Maria Foanta, Associate Emily Egan andParalegal Fatima Khan. The team was supported by real estate Partners James Speed and Richard Cressall (Real Estate), with tax advice provided by Principal Associate Caroline Airey.

Simon Procter, Partner in Shoosmiths’ Corporate team, said: “We are delighted to have supported Azets on this strategic acquisition. Alextra is a highly respected regional firm with an excellent reputation and strong cultural alignment with Azets. The transaction is a natural fit and reflects continued consolidation and investment within the professional services sector.”

Craig Pettit, deputy General Counsel at Azets, commented: “The Shoosmiths team provided clear, pragmatic advice throughout and guided us confidently to completion. They understand our commercial priorities and navigated a complex process with real efficiency. We’re delighted with the outcome and grateful for their support.”

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Shoosmiths advises NOTE AB on its £72.5m acquisition of STI

Thu, 7 May 2026 00:00:00 +0100

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Press release | 1 MIN READ

Shoosmiths advises NOTE AB on its £72.5m acquisition of STI

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Published: 7 May 2026

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Headquartered in the UK, STI operates two high-technology production sites in Hook and Poynton and employs approximately 300 people. The business is expected to generate revenues of around £60 million in 2026 and brings significant technical capabilities in advanced printed circuit board assembly, box build and testing. The acquisition significantly strengthens NOTE’s position within the strategically important defence sector and expands its Security & Defence segment.

Shoosmiths advised NOTE on all aspects of the transaction, including corporate, tax and securing clearance under the UK’s National Security and Investment Act.

Under client Partner Crispin Bridges Webb, the Shoosmiths team was led by Rosie Hendon (Legal Director), supported by Hugh White (Senior Associate) and Millie Gore (Associate). Tax advice was provided by Laura Gould (Partner), Manpreet Shoker (Senior Associate) and Amelia Hicks (Associate).

Crispin Bridges Webb, Partner at Shoosmiths, commented: “We are delighted to have supported our long-standing client NOTE on its acquisition of STI. The transaction is a significant, strategic step for NOTE and progresses its growth in the defence and aerospace sectors. We’re seeing strong appetite for defence and aerospace M&A across Europe, alongside rising valuations and increased investment in these sectors. Against this backdrop, the ability to navigate complex regulatory and compliance requirements is becoming increasingly critical to the successful execution of these deals.”

Rosie Hendon, Legal Director, commented: “It has been a pleasure to support the NOTE team on another key milestone in its international expansion, and this transaction highlights Shoosmiths’ continued success in delivering successful high-value, cross-border acquisitions.”

Neil Owen, VP NOTE UK, commented: “This is our fifth acquisition in the UK and once again Shoosmiths have been instrumental in the success of the project. Acquisitions require enormous amounts of high-quality knowledge, professionalism and intense working. All of which are abundant within the Shoosmiths’ team.

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Shoosmiths advises Frog Bikes on administration and sale to Frasers Group

Fri, 1 May 2026 00:00:00 +0100

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Press release | 1 MIN READ

Shoosmiths advises on Frog Bikes sale to Frasers Group

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Shoosmiths has advised FRP Advisory in connection with the trading administration of children’s bike manufacturer Frog Bikes and the subsequent sale to Frasers Group, the retail business owned by Mike Ashley.

Published: 1 May 2026

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Founded in 2013, Frog Bikes built a strong UK and international presence, selling more than half a million bikes and distributing across more than 50 countries. Like many businesses in the sector, it has faced sustained headwinds including rising costs, tighter funding conditions and subdued post‑pandemic consumer demand.

Shoosmiths’ Corporate Restructuring & Advisory team advised on the administration process, working closely with management and the appointed administrators.

The Shoosmiths engagement was delivered by Legal Director Tom Swain with support form, Legal Director Charlotte Duce, Principal Associate Louise Snipe and Senior Associate Aadil Qureshi.

The sales process was run by FRP Advisory.

James Keates, Head of Shoosmiths’ Corporate Restructuring and Advisory Team, commented: “Frog Bikes is a well-known and much-loved brand, and this has been a sensitive and fast-moving situation. Our focus has been on supporting the business and its stakeholders through a challenging period, helping to protect value and create the best possible platform for a positive outcome.”

This mandate adds to Shoosmiths’ extensive experience advising on high-profile administrations involving consumer brands, including Pizza Hut UK, Bodycare and Wilko, and highlights the firm’s ability to support clients through complex restructuring and distressed situations.

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Shoosmiths advises shareholders on the sale of Senseco Systems Limited to andwis

Tue, 28 Apr 2026 00:00:00 +0100

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Shoosmiths advises shareholders on the sale of Senseco Systems Limited

to andwis

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Shoosmiths has advised the selling shareholders and the executive management team of Senseco Systems Limited on the sale of the business to andwis, a national group of specialist technical and compliance service providers backed by H.I.G. Capital.

Published: 28 April 2026

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Founded in 2009, Senseco is a leading provider of fire detection, suppression, security and automation systems, with a strong presence in the large and complex fire systems market across London and the South East. The transaction is a significant step forward for the business, bringing it into andwis’ wider portfolio of specialist providers operating across environmental, safety and compliance services. The addition of Senseco creates one of the UK’s largest independent providers of fire and security services.

Shoosmiths advised the selling shareholders on all legal aspects of the sale. The firm previously advised the investor on its initial investment into Senseco in 2019 and worked closely with the group on all seven subsequent bolt-on acquisitions.

Partners Aleks Bosch and Amit Nayyar co-led the transaction, with support from Principal Associate Adam Frost, Associates Sam Enderby and Olivia Ashcroft and Trainee Solicitor Stella Loukaidou. Principal Associate Caroline Airey and Principal Associate Georgina Jones provided tax support.

In a joint statement, Aleks Bosch and Amit Nayyar commented: “We have been working with Senseco for many years now and are delighted to have supported it on this deal.Senseco is a high-quality business with a strong track record of growth, and this transaction represents an exciting next step as it joins the andwis platform.

“This transaction underlines an increasingly confident UK M&A market that is providing opportunities across a number of sectors championed by Shoosmiths. We have an active team in the market and look forward to continuing to support leading companies and investors across the country as they undertake keynote transactions.”

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Shoosmiths bolsters Corporate team with ECM and Public M&A partner hire in London

Mon, 27 Apr 2026 00:00:00 +0100

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Press release | 2 MIN READ

Shoosmiths bolsters Corporate team with partner hire in London

Shoosmiths announces the arrival of Equity Capital Markets (ECM) and Public M&A lawyer Ed Nisbet

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Shoosmiths is pleased to announce the arrival of Equity Capital Markets (ECM) and Public M&A lawyer Ed Nisbet as a partner in the firm’s London office.

Published: 27 April 2026

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Ed specialises in ECM and Public M&A matters, advising a diverse client base spanning public companies, boards, investment banks and investors. He arrives at the firm with 14 years’ experience as a corporate lawyer and was previously at Osborne Clarke.

Ed brings to Shoosmiths a high-quality mid-market ECM practice, with cross-sectoral experience. He has a particular focus on areas including technology, financial services, healthcare and energy transition, which aligns with Shoosmiths’ key sectors, including Financial Services, Healthcare and Technology. He has advised on complex restructurings and cross-border deals, AIM IPOs and secondary fundraisings, as well as strategic transactions.

Ben Turner, Head of Shoosmiths’ national Corporate team, said: "We're thrilled to welcome Ed to the team. His strong track record supporting clients on ECM and public M&A transactions makes him a key addition to our full-service corporate offering. Ed’s recruitment provides additional bench strength to complement our dynamic, award winning ECM practice."

Ed Nisbet said: “I’m delighted to be joining Shoosmiths’ Corporate team at a time of strong momentum for the practice. The firm has developed a high-quality M&A platform and has clear ambition to further develop its ECM and Public M&A offering.

I look forward to playing an integral role in that growth. With UK equity capital markets activity continuing to build, there is a significant opportunity to expand the firm’s public markets capability alongside its existing M&A strengths and support clients in accessing capital and executing their growth strategies.”

Ed is ranked in Chambers and Legal 500 and he was named as a Star Associate in the most recent edition of Chambers for his work on AIM.

Shoosmiths continues strong growth in London, adding 20 partners since April 2025, including IP lawyer France Delord, private equity lawyers Alison Chivers and Tim Nye and technology lawyer Sarah Reynolds. These appointments deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors.

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Shoosmiths strengthens Private Equity team with double partner hire

Wed, 1 Apr 2026 00:00:00 +0100

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Shoosmiths strengthens Private Equity team with double partner hire

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Shoosmiths is pleased to announce the appointments of Tim Nye and Alison Chivers as Partners in the firm’s Private Equity team in London.

Published: 01 April 2026

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Tim and Alison bring significant corporate experience in mid-market private equity transactions in the UK and internationally. Their arrivals bolster Shoosmiths’ private equity team and strengthen the team’s market position and reputation as a high-quality outfit outperforming the market standard for transactional work and client wins. They join from Trowers & Hamlins, where each played a key role in establishing and building out the firm’s PE function.

Tim joins as a corporate partner, with over 22 years of experience advising private equity sponsors, portfolio companies, investment funds, family offices and mid-sized corporates. He has a particular focus on healthcare, real estate and technology. Tim is widely acknowledged for his strong track record in private equity, with recognitions as a Legal 500 Leading Individual, in The Lawyer’s ‘Hot 100’ list and in Who’s Who Global Healthcare. He is also Chambers-ranked.

Alison arrives at Shoosmiths with nearly 20 years of experience acting on private equity transactions across healthcare, pharmaceuticals, technology, business services and consumer brands. She has developed a significant practice across mid-market UK private equity funds, portfolio companies and owner-managed businesses. Recognised as a Leading Partner by Legal 500, Alison brings an innovative and collaborative approach to her work, leading initiatives including an M&A efficiency drive and progressive training programmes.

Ben Turner, head of Shoosmiths’ national Corporate division, said: “We’re delighted to welcome Tim and Alison. Their proven credentials, technical expertise and commitment to delivering outstanding client service make them invaluable additions to the firm and mark them out as outstanding hires in the mid-market private equity space. We are delighted to welcome them to our team and I’m confident that their recruitment will elevate what is already an outstanding PE business to even greater heights. Culturally, thanks to their innovative and progressive leadership and work practices, they are a fantastic fit with the firm. They bring a diversified client base across a range of sectors and will help the firm build on its strong track record of delivering for clients in the private equity sector while progressing our 2030 strategic growth ambitions.”

Tim Nye said: “I’ve admired the increasing body of work that the Shoosmiths team has undertaken within the private equity sector and the firm’s strong commitment to ambition, innovation and client delivery. I’m looking forward to being part of and contributing to a dynamic, forward-thinking and quality team.”

Alison Chivers said: “I’m excited to be joining Shoosmiths at this key juncture in delivering on the firm’s growth strategy. It is a great platform for us to reinforce Shoosmiths’ private equity and M&A offering, bringing my specialism within healthcare and pharmaceuticals, as well as my broader expertise in the sector.”

Their addition continues strong growth momentum in London, with the firm adding 17 lateral partners since April 2025 as it continues to deliver on its dynamic 2030 strategy. These additions, which include banking and finance lawyers John Dawson and Graham Knight, technology lawyer Sarah Reynolds, real estate finance lawyer James Salford and real estate development lawyer Jasvinder Sahotay, deepen capabilities across Shoosmiths’ three core practices in Corporate, Litigation and Real Estate and underline the firm’s strength in key sectors like technology and consumer.

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Corporate

Shoosmiths advises TMA on Magnesium Capital investment

Shoosmiths has advised the selling shareholders and management of TMA, a leading UK-based energy data collection and aggregation business, on a private equity investment from Magnesium Capital.

New Express Market route widens AIM’s appeal for overseas companies

The revised AIM Rules expand the pool of international issuers able to consider a more proportionate route to London’s growth market.

What has changed?

Who can benefit from the AIM Express Market route?

Eligibility does not guarantee admission

Will an express applicant need an AIM admission document?

A new route for dual-market applicants

Why AIM remains attractive

Which companies should be considering AIM?

Part of a wider package of reform

Time to revisit AIM?

The return of venture discipline: what deal terms reveal beneath the funding rebound

Market trends emerging from Shoosmiths' deal data

How this compares with the wider market

What happens next?

Shoosmiths advises on Labyrinth Laboratories strategic partnership

Shoosmiths advises AVK on £1bn Partners Group investment

Shoosmiths advises Livingbridge on Hg's investment in Nourish Care

Shoosmiths advises shareholder of Phoenix ME on investment by H.I.G. Capital

Shoosmiths has advised the shareholder of Phoenix ME Limited (“Phoenix ME”), a leading provider of integrated mechanical and electrical engineering system design, installation and commissioning services, on an investment by H.I.G. Capital, a global alternative assets investment firm.

Consultation on the withholding tax regime: What you need to know

Background

The current system

A move towards borrower ‘self-assessment’?

Concessionary treatment where things have gone wrong

Conclusion

New AIM rules (August 2026)

1. Admission process simplified

Working capital statements abolished

Incorporation by reference permitted

Accounting flexibility

2. Capital access windows

3. Transaction rules modernised

Reverse takeovers narrowed

Substantial transaction threshold increased

Related party transactions

4. Ongoing Developments

5. Special voting shares permitted

6. Corporate governance

7. Express market admission route

What the new Securities Transfer Tax means for equity and incentives

While not directly aimed at employee incentives, the new securities transfer tax marks a significant shift in the way equity is taxed on transfer - impacting option holders, trusts and legal advisers.

Key changes under the new STT regime

Benefits of STT for share plans

Potential challenges for share plans

What should businesses do now?

Conclusion

Securities Transfer Tax: stamp duty (finally) enters the digital age

The Securities Transfer Tax (STT) should make routine share transfers faster and cleaner, turning a historic ‘voluntary’ documentary tax into a mandatory self-assessment regime.

0.5% charge on consideration in money or money’s worth

Removal of £1,000 de minimis

Equity incentives

Same-day registration

‘Substantial completion’ for shares

Contingent, uncertain and deferred consideration

Reliefs, reorganisations and partnership structures

Practical implications for transactions

Final thoughts

Shoosmiths advises Atlas Health Capital on investment in AGB-Pharma

Shoosmiths has advised Atlas Health Capital on the acquisition of AGB-Pharma, a specialist pharmaceutical company focused on supporting patients living with sleep disorders.

Private equity 2026 half-year update: Resilience & liquidity

The UK private equity market entered 2026 with cautious optimism. Activity remains selective, with capital focussed on high-quality assets, resilient sectors and businesses with clear value creation plans.

Quality over volume

Buy-and-build remains central

Liquidity, exits and realisation strategies

Sectors: business services, technology and healthcare remain active

Cross-border capital remains important

Outlook for H2 2026

Are you sure? HMRC’s consultation on the uncertain tax treatment regime

When HMRC introduced the Uncertain Tax Treatment (UTT) regime in 2022, they did so only after abandoning some of their most controversial ideas. Four years later, those ideas are back.

The Current UTT regime

Why HMRC want change

What HMRC are proposing

Why the trigger is controversial

Practical difficulties

Next steps

Shoosmiths advises Palatine on investment in OryxAlign