Class Tests meaning

What is the background? On 3 July 2025, the Code Committee issued consultation paper PCP 2025/1. It sought views on: a fresh framework for how the Code applies to companies with a dual class share structure (DCSS); new IPO disclosure obligations; and substantial revisions to the rules on share buybacks. The consultation period ended on 26 September 2025. For more detail on the proposals, see News Analysis: Takeover Panel proposes reforms to address dual class share structures, IPO disclosures and share buybacks. What did the Code Committee decide? The Panel received submissions from seven parties, spanning professional bodies, investors and academics. Respondents were firmly in favour of the package of reforms. Accordingly, the Panel approved the amendments from PCP 2025/1, while making limited drafting tweaks to the new Note 4 on Rule 16.1, the new Rule 37.1 (and the Notes thereon) and the new Rule 37.3, together with an extra change to Note 7 on Rule 26...

Original news Mansell v Tonbridge and Malling Borough Council [2017] EWCA Civ 1314 What is the significance of the decision for authorities and developers? This ruling offers a clear restatement of how a fallback scheme should be treated as a material consideration in planning decisions. The Court of Appeal underlined that courts should shun rigid or mechanistic tests and remember the breadth for a lawful exercise of planning judgment by the decision-maker. Because fallback scenarios depend heavily on their particular facts, the application of planning judgment is paramount. In this instance, there was no legal misdirection in giving weight to the fallback available under permitted development rights. The Court of Appeal also affirmed the High Court’s view that, for the purposes of Class Q in Part 3 of Schedule 2 to the Town and Country Planning (General Permitted Development) (England) Order 2015, SI 2015/596 (the GPDO), a partial change of use of existing agricultural buildings could be undertaken where required to satisfy the conditions tied to that permitted...

What is the Panel proposing? The measures outlined in consultation paper PCP 2025/1 aim to revise the Takeover Code (the Code) in three specific areas, as set out in that paper. Some principal elements of the suggested changes to these areas are summarised below, for reference and clarity within the consultation. Dual class share structures A company operating a dual class share structure (DCSS) has capital made up of a class of voting ordinary shares alongside a class of shares—i.e., ‘class B’ or ‘special’ shares—carrying superior voting power or control relative to the company’s ordinary shares...

What is an agreement on liabilities? Parties to a deal may choose to set out, expressly, how known or potential remediation expenses under Pt IIA of the Environmental Protection Act 1990 (EPA 1990) will be shared, for example on a land transfer. An agreement on liabilities exists where: two or more persons are “appropriate persons” who bear all or part of the cost of a remediation measure they agree, or have previously agreed, the basis on which that burden is to be apportioned a copy of the agreement is supplied to the enforcing authority, and none of the parties notifies the enforcing authority that it contests the agreement’s application An “appropriate person” is the: person(s) who caused, or knowingly permitted, the contaminating substances to be in, on or under the relevant land (Class A), or owner or occupier of the contaminated land, but only where a Class A person cannot be identified (Class B) ...

This Practice Note examines claims for damages for breach of statutory duty. For guidance on claims for damages for a negligent breach of the duty of care outside a statutory duty, see the following Practice Notes: Negligence—when does a duty of care arise? Negligence—when is the duty of care breached? —nature of liability A claimant who suffers loss or injury in circumstances where a defendant has contravened a statutory requirement may, in some cases, recover damages in tort, even if the facts do not fall within the scope of a recognised tort such as negligence. Where the statute expressly provides a right to damages, the position will generally be straightforward. In the absence of such a provision, the availability of a claim turns on Parliament’s intention, which must be identified by construing the statute in question. Because that intention is seldom explicit, the courts have developed a series of tests and presumptions, applied both to the legislative wording and to the facts...

ARCHIVED: This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. That commercial companies category is predominantly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to deliver these changes, while the Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note reflects the position before 29 July 2024 and has been kept for reference. It looks at the class tests used to assess the size of a transaction by a listed company under the Listing Rules prior to 29 July 2024. What are the class tests used for? The class tests (also known as percentage ratios) are a set of measures used to gauge and categorise the scale...