Takeovers—legal and regulatory

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Public company takeovers quiz

We have prepared a public company takeovers quiz, which tests users’ knowledge on various aspects of the UK takeover regime. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The quiz is intended for use by private practice lawyers, in-house counsel, corporate finance professionals and other parties engaged on takeover transactions. For further details, see Practice Note: Public company takeovers quiz.

Brexit impact

The operation of the UK takeover regime was affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK takeover regime.

Structuring a takeover—preliminary considerations

There are two primary methods of implementing a takeover of a UK public company:

  1. •

    by way of a contractual takeover offer under the Companies Act 2006 (CA 2006), s 974 (offer)

  2. •

    by way of a scheme of arrangement under CA 2006, Pt 26 (scheme)

While takeovers of a UK public company implemented under either structure are subject to the City Code on Takeovers and Mergers (Code),

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Latest Corporate News

CLLS publishes updated legal frameworks for contractual offers and share admissions

The Joint Working Party of the City of London Law Society (CLLS) and the Law Society of England and Wales has released a series of illustrative documents, that update and clarify various legal frameworks for contractual offers and share admissions. The updated Admission Condition Note—superseding the April 2011 version—details the conditions under which consideration shares may be admitted for listing on the Financial Conduct Authority (FCA)'s official list and for trading on the London Stock Exchange (LSE)’s main market in accordance with the UK Takeover Code. It reflects recent amendments to the UK listing rules, effective from 19 January 2026, which eliminate the previous requirement for issuers to submit an additional FCA application for further share issues, thus streamlining the process to a single application for trading on the LSE.

Corporate weekly highlights—12 February 2026

This week's edition of Corporate weekly highlights includes: the LSE confirming its final rules for its Private Securities Market following consultation and the FCA imposing fines totalling £108,731 on two individuals for insider dealing.

Commission seeks views on updating the Shareholder Rights Directive

The European Commission has launched a public consultation and a call for evidence to gather feedback on a possible update of the Shareholder Rights Directive. The Commission seeks views from companies, shareholders and investors on obstacles to cross-border investment stemming from the exercise of shareholder rights and how revised rules could help unify EU capital markets. Responses to the public consultation and the call for evidence are sought by 6 May 2026.

Pensions UK calls for whole market approach to FCA pension transfer reforms

Pensions UK has responded to the Financial Conduct Authority’s (FCA) consultation CP25/39 on adapting regulatory requirements for a changing pensions market, welcoming the proposals as a constructive step towards improving consumer outcomes but warning that they will fall short without coordinated action across the defined contribution (DC) pensions system.

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