Acting in concert
Acting in concert

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Acting in concert
  • Brexit impact
  • Definitions
  • Affiliated persons
  • Presumed concert party relationships
  • Close relatives
  • Underwriting arrangements
  • Standstill agreements
  • Other relationships
  • The definition in practice
  • More...

Produced with input from Rebecca Cousin of Slaughter and May on market practice.

This Practice Note summarises the rules and guidance in relation to parties who are, or may be presumed to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular the note considers the different relationships that may qualify as acting in concert, the significance of concert parties in relation to Rule 9 of the Code, and disclosures in relation to stakebuilding. Acting in concert is not prohibited by the Code, but can have significant implications. The consequences of being a member of a concert party will generally bite under Rules 5, 6, 8, 9 and 11 when any of the relevant parties acquire shares.

All persons to whom the Code applies (and their advisers), including parties to a takeover (or potential takeover) should consider their obligations and responsibilities under the Code carefully and take steps to avoid breaching the Code, in particular, Rule 9 (which they may do if they fail to properly aggregate their (and their concert parties) interests in shares).

The key reference to 'acting in concert' in the Code is in the Definitions section.

Brexit impact

The operation of the UK takeovers regime has been affected by Brexit, although none of these changes relate to the treatment of concert parties for the purposes of

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