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ARTICLE · 14 JULY 2026

UK Takeover Panel Consults On Miscellaneous Changes To The Takeover Code

Herbert Smith Freehills Kramer LLP
Herbert Smith Freehills Kramer LLP
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Herbert Smith Freehills Kramer LLP

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The UK Takeover Panel has issued a consultation on proposed amendments to the Takeover Code covering voting agreements, share restriction arrangements, reverse takeovers, and PUSU deadline extensions. How will these changes affect concert party presumptions and the scope of reverse takeover provisions?

United KingdomCorporate/Commercial Law
Laura Ackroyd
Laura Ackroyd
Mark Bardell
Mark Bardell
Heidi Gallagher
Heidi Gallagher
Antonia Kirkby
Antonia Kirkby
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The proposals cover a range of topics including when voting and share restriction agreements will mean parties are acting in concert and the application of the rules on reverse takeovers

The Takeover Panel has published a consultation paper (PCP 2026/1) on a range of miscellaneous amendments to the Takeover Code. The Panel says that the proposals are intended to clarify and simplify provisions, codify aspects of Panel Executive's practice and update provisions so that the Code continues to operate clearly and effectively.

The areas on which the Panel is consulting include the following:

Agreements restricting reductions of interests in shares and voting agreements

The Panel is proposing to set out how the definition of acting in concert applies to agreements restricting reductions of interests in shares and voting agreements.

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