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ARTICLE · 29 DECEMBER 2025

Takeover Panel Confirms Changes Relating To Dual Class Share Structures, IPOs And Share Buybacks

Gowling WLG
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This article highlights the key changes to the UK Takeover Code (Code) announced by the Takeover Panel (Panel), and summarises the updates affecting dual class share structures...

United KingdomCorporate/Commercial Law
Charles Bond
Charles Bond
Freddie Whittle
Freddie Whittle
Samantha Hacking
Samantha Hacking
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This article highlights the key changes to the UK Takeover Code (Code) announced by the Takeover Panel (Panel), and summarises the updates affecting dual class share structures, IPOs and share buybacks ahead of implementation in February 2026.

On 2 December 2025, the Panel published a response statement and Code changes relating to dual class share structure (DCSS) companies, IPOs and share buybacks.

Overview of the Takeover Panel code changes

The Panel has broadly adopted the rules as proposed in its consultation from July this year; see our detailed analysis of the consultation for more detail. The amendments to the Code will take effect on Wednesday 4 February 2026 (the implementation date) and the Code, as amended, will be applied from the implementation date to all companies and transactions to which it relates, including any on-going transactions which straddle that date, except where to do so would give the amendments retroactive effect.

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