Transactions

Following consultation earlier this year, the Takeover Panel has published a response statement adopting amendments to the Takeover Code concerning dual class share structures (DCSS), IPOs, and share buybacks. The amendments take effect on 4 February 2026 and will apply to all companies and transactions, including those straddling the implementation date, except where to do so would give the amendments retroactive effect.

Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue we discuss: AIM Feedback Statement: Immediate changes and next steps This feedback statement sets out a roadmap for AIM that incorporates immediate easing measures via derogations and guidance with wider reforms, including resetting the nominated adviser model. FRC updates guidance on non-executive director remuneration to support good governance The FCA has updated the guidance on non-executive director remuneration (NEDs) in the UK Corporate Governance Code guidance. Final regulations on new reporting requirements for payment practices and performance The Government has published legislation requiring large companies to report annually on their payment practices and performance in the directors’ report for financial years beginning on or after 1 January 2026.

Following its April 2025 Discussion Paper, “Shaping the Future of AIM", the London Stock Exchange (the Exchange) has published a feedback statement outlining its roadmap for AIM. This plan combines immediate easing measures, implemented through derogations and guidance, with a broader programme of reforms.To support this roadmap, the Exchange will reset the nominated adviser (nomad) model to re-prioritise value added, high-quality corporate finance advice and dispel misconceptions that have built up through market practice about what is required by the Exchange. It will engage with firms on a new, consolidated technical guide for nomads that clarifies responsibilities, expectations and boundaries, and it will retire legacy guidance currently delivered through Inside AIM publications. In parallel, the Exchange will pilot a refreshed approach to Qualified Executive approval to provide nomads with more autonomy while maintaining safeguards on quality.