A&O Shearman Europe insights

UK Annual Reports and AGMs: Key considerations for 2025-2026

Annual reporting season brings a fresh set of demands, and 2025–2026 is no exception. With the UK Corporate Governance Code 2024 now in effect, changes to the directors' report and remuneration report to navigate, and sustainability reporting developments gathering pace, company secretaries and their teams have significant ground to cover.  

What does current market practice for AGMs look like? What are the practical implications of the new Code? And what is coming down the track that boards should be planning for now? 

This episode works through the essential considerations for company secretaries preparing for their next annual report and AGM, covering trends expected in 2026, the practical impact of the UK Corporate Governance Code 2024, and the pipeline of regulatory and market changes that will shape corporate reporting in the near future. 

Listeners will leave better equipped to plan, prepare and execute their reporting obligations with confidence, and with a clear view of what is coming next. 

ATAD 2 Luxembourg: Reverse Hybrid Mismatches and the CIV Rule

Luxembourg's reverse hybrid mismatch rule under ATAD 2 has long been one of the jurisdiction's most complex tax puzzles, particularly when it comes to the collective investment vehicle carve-out.  

Has the uncertainty finally been resolved? And what do fund managers and tax advisers operating in Luxembourg need to understand now? 

Johanna Tschurtschenthaler, counsel in A&O Shearman's Tax practice, and Chiara Wolf, associate in Tax, return to this topic to bring clarity to the CIV carve-out, walking through the rule's mechanics, the issues that have made it so difficult to apply in practice, and what the current state of play means for structures in scope. 

English restructuring plans: Lessons from Petrofac and Waldorf

The Court of Appeal's overturn of the Petrofac restructuring plan and the subsequent High Court rejection of the Waldorf plan have sent shockwaves through the restructuring market. Both cases raise hard questions about what constitutes a fair allocation of restructuring value, and what evidence companies need to justify it. For anyone considering the restructuring plan as a tool, these judgments demand close attention. 

London Restructuring partners Katrina Buckley, Karen McMaster and Tim Watson, together with Restructuring Senior Knowledge Lawyer Chris Poel, are joined by Lisa Rickelton, Senior Managing Director at FTI Consulting, to unpack the commercial specifics of both cases, the Court of Appeal's reasoning in Petrofac, the knock-on impact on Waldorf, and the practical implications for future restructuring plan structures.  

Our contributors discuss the specific commercial matters at play in the Petrofac case and why the Court of Appeal came to its decision; the impact of Petrofac on the Waldorf case, what amounts to a “fair” allocation of the benefits generated by a restructuring; how companies can strengthen their evidence to justify such allocations; and the merits or otherwise of possible alternatives to a restructuring plan. 

For further details, we also recommend reading our previous article setting out a thorough consideration of the Petrofac Court of Appeal judgment and its implications. 

DUAA Decoded: New ICO powers, PECR reform and e-privacy rules in the UK

Episode 3: The ICO is being restructured, and its enforcement powers are being expanded. And PECR — the rules governing direct marketing, cookies and electronic communications — is being significantly updated. For organisations already navigating a complex data protection compliance landscape, the changes introduced by the Data (Use and Access) Act 2025 have real operational implications.  

What has changed? What does it mean for how organisations handle cookies, direct marketing and data breaches? And what should compliance teams be prioritising now? 

Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood close this three-part series by examining the DUAA's enforcement and e-privacy provisions, covering the ICO's restructured governance, its expanded enforcement powers, and the PECR updates that affect direct marketing and cookie compliance. The alignment between PECR and the broader data protection regime is a key focus. 

This podcast provides a practical understanding of the DUAA's enforcement architecture and what the changes to PECR mean for compliance programmes. 

DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

DUAA Decoded: Reducing the compliance burden under UK Data Law

Episode 2: One of the UK Government's central promises for the Data (Use and Access) Act was simpler compliance. But does the reality match the rhetoric?  

For legal, data protection and compliance teams navigating GDPR, the Data Protection Act and PECR, the question is a practical one: do these changes meaningfully reduce the day-to-day burden, or do they simply shift it? 

Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood examine the DUAA's compliance-easing provisions in detail, looking at changes to lawful basis, data subject rights, the complaints process and international transfers. They assess where the Act genuinely delivers relief and where organisations still face complexity. 

DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

DUAA Decoded: Innovation, automated decisions and data reform in the UK

Episode 1: The UK's Data (Use and Access) Act 2025 carries an ambitious promise: to unlock the secure and effective use of data, drive innovation, and reduce the compliance burden.  

But does it deliver? And what do the changes mean in practice for businesses and organisations subject to the UK's GDPR, Data Protection Act and PECR? 

Senior knowledge lawyer Emma Keeling and former ICO Deputy Commissioner Steve Wood open this three-part series by examining the DUAA through the lens of innovation, exploring what has changed for automated decision-making, the purpose limitation principle, and processing for research, archiving and statistical purposes. The question at the heart of this episode: do these changes genuinely open new doors, or do the details tell a more complicated story? 

DUAA Decoded examines the practical implications of the UK's Data (Use and Access) Act 2025. Each episode unpacks what has changed and, crucially, what it means for organisations operating under the UK's data protection framework. These podcasts provide a clear, practical understanding of the DUAA's innovation-focused provisions, and what they mean for day-to-day data operations. 

Warsaw Financial Regulatory: Three laws reshaping Polish finance

Episode 2: Three sweeping legislative packages are set to redefine the legal and compliance landscape for Poland's financial sector. Understanding what they contain, how they interact, and what they mean for financial institutions is now a practical priority for compliance, legal and risk teams operating in the market. 

Hosts Paweł Mruk-Zawirski and Filip Główka dissect the three packages in detail, mapping the changes and their implications with the clarity that the complexity of the legislation demands, and signposting the steps financial institutions should be taking to prepare. 

Listeners will come away with a clear understanding of the three legislative packages, their combined effect on the compliance landscape, and the practical priorities for financial institutions in Poland. 

Warsaw Financial Regulatory delivers expert analysis of the legal and regulatory developments shaping Poland's financial sector. Each episode breaks down the legislation, policy shifts and compliance challenges that matter most to financial institutions operating in or entering the Polish market. 

UK mortgage reform: What FCA's DP 25/2 review means for the market

The FCA's discussion paper on the future of UK mortgage regulation raises fundamental questions about how the market should work.  

From interest rate stress tests and later life lending to variable income borrowers and customer vulnerability, DP 25/2 signals a potential shift in how the regulator thinks about risk, access and consumer outcomes.  

What are the key proposals? What does this mean for lenders, intermediaries and consumers? And where is the FCA's direction of travel heading? 

Counsel Jean Price and associate Giannis Giortzis discuss with knowledge lawyer Louise Bralsford the discussion paper's key proposals, exploring what they mean for the mortgage industry and how they fit into the UK's broader ambition for a more supportive and transparent financial landscape.  

They examine the FCA's possible approach to stress testing, lending to those with variable income and the treatment of vulnerable customers.  

The episode delivers a practical understanding of DP 25/2 and what the FCA's possible reforms could mean for mortgage lending and consumer financial decisions. 

Attracting global talent to Luxembourg: Tax incentives and immigration rules

Luxembourg has made a deliberate choice to position itself as a destination of choice for international talent, and it has the tax and immigration infrastructure to back it up.  

How does the country's framework for impatriates actually work? What makes its immigration rules attractive for skilled professionals and the companies that want to hire them? And how does Luxembourg's approach compare to similar schemes in competing jurisdictions? 

Tax partner Franz Kerger and Employment counsel Nathaël Malanda analyse Luxembourg's latest strategies for attracting top international professionals, working through the tax incentives available, the immigration routes that make relocation practical, and the long-term benefits for both employers and employees.  

With real-life examples and practical insights, this episode is a must-listen for professionals considering a move and employers looking to attract and retain global talent. 

Europe as an investment destination: What does the future hold?

As global economic dynamics shift and geopolitical tensions rise, Europe is recalibrating its investment landscape.  

In this episode of the Global Insights podcast, former Financial Times EU correspondent Javier Espinoza is joined by leading A&O Shearman partners Catherine Di Lorenzo, Francesca Miotto, and Tim Stevens to unpack how the European Commission is reshaping its regulatory agenda to attract and retain global investment. 

From merger control and foreign direct investment (FDI) screening to state aid and antitrust reforms, the conversation dives deep into the EU’s evolving policy toolkit. The speakers explore how the bloc is simplifying regulatory structures to enhance competitiveness, while also navigating the complexities of strategic autonomy, economic security, and digital transformation. They also examine the push toward a pan-European capital market and the implications of the EU’s ambitious data and AI regulatory frameworks, including the landmark AI Act. 

Is Europe still a safe bet for global investors? How are regulatory reforms balancing innovation with oversight? And what does the future hold for cross-border M&A, tech investment, and industrial policy in the EU?  

This episode offers expert insights and practical takeaways for investors, corporates, and policymakers navigating the European investment landscape. 

Related content 

• Draft EU Foreign Investment Screening Regulation [www.aoshearman.com] 
• Zooming in on AI: Regulatory spaghetti and the EU AI Act [www.aoshearman.com] 
• European Parliament draft report on Capital Markets Union [finreg.aos...earman.com]