United Kingdom: Corporate/Commercial Law

This document, formally known as ‘Conflicts of interest: a guide for charity trustees’, is official guidance from the Charity Commission for England and Wales (‘the Commission’).

Charity mergers are on the rise, but for unincorporated charities, the process demands careful legal structuring. Outdated governing documents, personal trustee liability, and strict asset protection rules create a complex framework that requires expert navigation and strong trustee engagement.

The UK Government's comprehensive analysis of 106,973 charity annual returns reveals a sector that achieved £100 billion in expenditure during 2024, marking a 5% increase that outpaced inflation.

HMRC has proposed sweeping new reporting requirements for close companies that would mandate detailed disclosure of all transactions with participators, extending far beyond the current framework which only captures loans triggering tax charges. The consultation raises critical questions about the burden on privately-owned groups and private equity structures, where intra-group transactions could generate extensive reporting obligations despite no underlying tax liability.

The Privy Council has delivered a landmark judgment clarifying the role of fiduciary protectors in trust structures, determining that protectors with consent powers have broad discretionary authority rather than a narrow oversight function. This decision has profound implications for trust administration, potentially requiring protectors to undertake the same rigorous decision-making process as trustees themselves, raising questions about cost, practicality, and the risk of deadlock in trust governance.

In hospitality, investors are buying brand and reputation, not just bricks and mortar. Intangible assets are the deal drivers in this industry. Branded hotels, for example, achieve a higher transaction price...

The expected stabilisation at the beginning of the year has not materialised, in some part due to the geopolitical developments that have been delivered by the USA.

Geopolitical tensions and regulatory fragmentation are forcing businesses to confront difficult decisions about restructuring their global operations. This analysis examines the critical legal, regulatory, and strategic considerations for companies contemplating carve-outs or exits from China, covering everything from regulatory approvals and technology export controls to workforce obligations and deal structuring. Using an asset-heavy manufacturing business as a case study, it outlines key issues that boar

Companies operating employee share plans and management incentive arrangements must prepare and submit annual returns to HMRC by 6 July 2026, with penalties starting at £100 for late filing.

The Financial Conduct Authority (FCA) has published a multi‑firm review examining the use and effectiveness of market soundings by wholesale banks on transactions in UK listed shares.

Macfarlanes offers a distinctive approach to serving private capital managers by integrating top-tier legal expertise with complementary non-legal services. This combination creates a comprehensive solution designed specifically for the unique needs of private capital firms.

Private capital markets are evolving rapidly as businesses seek alternative financing beyond traditional bank lending. Mark Evans of Mayer Brown discusses how private credit providers, hybrid capital structures...