Every so often, government publishes a consultation so ambitious it makes even a seasoned M&A partner put down their coffee. The Department for Business, Innovation, Science and Trade describes this as a "once-in-a-generation review" of corporate reporting, aiming for the most proportionate framework in the world. Bold words. I've heard "once-in-a-generation" applied to at least three reforms in my career, and my hairline has taken the same view of each.

Still, credit where due. The government's own diagnosis is that annual reports have become bloated, duplicative documents serving too many masters and diluting real transparency. Anyone who has sat until 2am reconciling a strategic report against six overlapping disclosure regimes will nod along wearily. My personal favourite line from the consultation's evidence table: the annual report has become "a dumping ground for information." Finally, official confirmation of what every trainee has muttered while formatting a 200-page document nobody reads past page 12.

For deal lawyers, the interesting bit is the direction of travel. The consultation proposes letting more medium-sized companies claim audit exemptions and a wider package of reporting relief, similar to what small companies already enjoy. Fewer audited numbers to rely on in a data room is either a diligence headache or a fee-generating opportunity, depending on which side of the deal you're standing.

Then there's the suggestion that non-financial reporting requirements for private companies may simply not earn their keep, given how closely management and ownership sit together in that world which is government-speak for "your client already knows everything the report was supposed to tell outsiders." Quite.

Perhaps most interesting for anyone structuring returns to shareholders: distributable profits and capital maintenance rules could be swapped for a solvency-based test. If that lands, expect a flurry of client calls asking whether decades of careful dividend mechanics drafting was all for nothing. (It wasn't. Probably.)

Consultation closes 30 November 2026, so there's time to have opinions before Whitehall has its own. My advice: respond, engage, and enjoy the brief, golden window where everyone agrees the current rules are too complicated, right before the civil service spends two years drafting new ones that are.

If any of this affects how you structure deals, raise capital, or draft your dividend mechanics, our corporate M&A team would love to talk it through.  Please drop me a line at daniel.bellau@edwincoe.com.