Nick Burt

Several amendments to HMRC’s Trust Registration Service (TRS) came into force on 30 June, as a result of The Money Laundering and Terrorist Financing (Amendment) Regulations 2026. This includes a significant expansion to the registration trigger for non-UK non-taxable express trusts which hold UK land.

In a buoyant market valuations generally rise and everyone wins. But when conditions change – whether due to macroeconomic shifts, sector-specific headwinds or company performance – businesses may face a “down round”: a funding round at a lower valuation than the previous one. Down rounds are painful. They dilute existing shareholders, signal distress and can trigger contractual protections that reshape the cap table. Anti-dilution clauses protect investors from the impact of a down round.

In the world of investment transactions, few things are more fundamental – or more misunderstood – than the cap table. Short for “capitalisation table”, it sets out the ownership structure of a company and underpins negotiations around valuation, dilution and control. Yet despite its importance, cap table management is often treated as a spreadsheet exercise. In reality, it is a strategic process that requires careful consideration before, during and after a funding round.