Legal and regulatory framework
Legal and regulatory framework

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

  • Legal and regulatory framework
  • Brexit impact
  • The Panel on Takeovers and Mergers (Panel)
  • The City Code on Takeovers and Mergers
  • Companies subject to the Code
  • Shared jurisdiction
  • Interpreting the Code and consulting the Panel
  • Enforcement of the Code
  • Other regulation
  • Acting in concert
  • more

Brexit impact

The operation of the UK takeover regime may be affected by Brexit, in particular in the following areas:

  1. the loss of the ability to passport a prospectus between the UK and the EEA (relevant on securities exchange offers)

  2. the removal of the shared jurisdiction rules in the Code

  3. the revocation of the Companies (Cross-Border Mergers) Regulations 2007

For further details on these and other changes impacted by Brexit, see Practice Note: Brexit—UK takeover regime.

The Panel on Takeovers and Mergers (Panel)

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It deals with the legal and regulatory issues that will need to be considered at the outset of a takeover offer. For a more detailed overview of the Panel and the regulatory framework for takeovers, see Practice Note: The Panel and the regulatory framework of takeovers.

The takeover of a public company in the UK is regulated and supervised by the Panel, whose activities were placed on a statutory footing as a result of the implementation in the UK of the Takeover Directive.Takeover Directive 2004/25/EC

Chapter 1 of Part 28 of the Companies Act 2006 (CA 2006) sets out the Panel's statutory functions and powers, which include the power to make rules for the regulation of takeovers, mergers and other transactions that have or may have effect on the ownership or control of certain companies in the UK, the Isle of Man and Jersey and Guernsey (the Channel Islands). The Panel is responsible for the issue, administration and enforcement of the Code.

The City Code on Takeovers and