Corporate fOCus | June 2026

Legal and regulatory highlights

Commission proposes EU Inc single company structure for all 27 member states

The European Commission has proposed the introduction of a pan-European company, known as an EU Inc, that can be created via a single digital, low-cost and fast incorporation process with minimal bureaucracy, no notarial requirements, and simplified rules on shares, financing, and dissolution. Its proposal also introduced the EU Employee Stock Option Plan: a harmonised scheme for the issuance of stock incentives to employees and board members. 
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UK sets out final plans to update investment screening rules

The UK government has set out proposed changes for many of the existing sectors in which deals are subject to mandatory investment screening under the National Security and Investment Act (NSIA) 2021. The water sector will be brought within NSIA's scope too.
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New rules proposed to make it easier for foreign companies to relocate to the UK

The UK government is consulting on the introduction of a re-domiciliation regime that would allow foreign companies to change their place of incorporation to the UK while retaining their legal identity. The aim is to reduce the costs and administrative burdens on companies that wish to re-domicile, whether for commercial, economic, political or other reasons.
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AIM reforms: what's next for London's growth market?

The London Stock Exchange is overhauling the rules that govern its junior market AIM to make it more attractive to innovative and growing companies. Changes include reducing the burden at admission; the introduction of a "capital access window", allowing companies to request a suspension to manage a fundraising process; greater flexibility for founder-led businesses, such as dual class share structures and non-standard director remuneration; and a new "express market" entry route to attract international companies. 
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UK, Italy, Belgium and Germany update employee incentive rules

Changes in the UK have opened up the enterprise management incentive (EMI), scheme, a tax-advantaged share-option arrangement, to a much wider range of companies. An important change to Italy's inbound tax incentives for individuals will be relevant to proposed relocations of executives. A range of employee tax measures are already in force in Belgium, including an increased expatriate allowance cap, with further reforms to follow. A recent court decision has direct implications for those structuring or investing in management or employee incentive plans in Germany. 
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Returns deadline for UK employment-related securities approaches on 6 July

The deadline for submitting employment-related securities annual returns and EMI notifications to HMRC for the tax year ending 5 April 2026 is on or before 6 July. New schemes will need to be registered promptly to ensure that returns and notifications can be submitted before the deadline. 
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English Court expands legal advice privilege to cover intra-client communications

Following a pragmatic and positive decision of the English Commercial Court, legal advice privilege, can now cover documents and communications exchanged within corporate "client groups", provided that they were created for the dominant purpose of seeking legal advice, as well those between the company's lawyer and the client group.  
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Sector focus | M&A in biotech and pharmaceuticals

Life sciences businesses are at a pivotal moment. Patent expiries, intensifying competition and the rise of artificial intelligence are reshaping how companies grow, with mergers and acquisitions (M&A) now central to their strategies. Around two-thirds of large pharmaceutical companies' revenue growth is now driven by acquisitions and strategic alliances, making dealmaking a defining feature of the sector.

As major patents expire over the coming years, companies are increasingly turning to M&A to rebuild product pipelines, secure innovative platforms and guard against sharp revenue declines. They are also seeking to capitalise on EU digital health initiatives and attract investment into medical technology and digital health, transforming traditional business models.

Deals that once looked routine now require careful, tailored structuring and early engagement with regulators
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Osborne Clarke focus | Private equity

Europe’s mid-market private equity landscape is evolving fast. Osborne Clarke has expanded its private equity (PE) team in response, adding three partners over the past year to strengthen the  pan-European PE and funds bench: Javier Bau in Spain, Luca Saraceni in Italy and London-based funds specialist Robert Eke. 

Their arrival builds on a busy 12 months advising the firm's mid-market clients on complex investments in highly regulated sectors and areas, including professional services, artificial intelligence businesses subject to national security clearance, healthcare businesses, fund formations, general partner-led secondaries and continuation vehicles across Europe’s main fund hubs.

The private equity practice covers the full investment lifecycle, from fundraising and deployment to exit, with partner-led support and a cross-border platform. The management advisory team also advises on management packages and governance protections.

To discuss how Osborne Clarke can support your next fund or transaction, please contact the team. 

Osborne Clarke focus | Selected recent deals