Takeover Panel Consults On Miscellaneous Code Amendments

The Takeover Panel has published a consultation paper PCP 2026/1, proposing a range of amendments to the Takeover Code.

While the Paper characterises most of these proposals as codifying existing practice or simplifying existing provisions, several carry real practical consequences that offerors, targets and their advisers should be alive to.

Acting in concert: standstill and voting agreements

• PCP 2026/1 proposes amendments to Note 5 of the definition of "acting in concert" to clarify that standstill agreements which restrict a shareholder from reducing its shareholding (but do not prevent it from increasing its stake) will generally result in the shareholder and directors being treated as 'acting in concert', subject to certain exceptions (regarding accepting or agreeing to accept an offer).