CLLS Company Law Committee response to PCP 2026/1: Miscellaneous Code Amendments - September 2026

The response supports a number of the proposed amendments, including changes relating to reverse takeovers, UK primary MTFs, "put up or shut up" deadlines, collective shareholder action, employee benefit trusts, convertible securities and the requirements for independent advisers.

The response raises concerns about the proposed amendment to Note 5 on "acting in concert" in relation to voting agreements concerning the appointment or removal of directors. It suggests that voting agreements should instead be considered on a case-by-case basis.

The response also seeks clarification on the treatment of standstill provisions in agreements involving potential bidders and other parties, and highlights potential consequences of the proposed changes for existing agreements, trading decisions and Rule 9 obligations. In relation to several proposed simplifications to the Code, the response agrees with the changes in principle but suggests retaining certain guidance where this would provide useful clarity to market participants.