Merger control and the Takeover Code
Produced in partnership with Suzanne Rab of Serle Court
Merger control and the Takeover Code

The following Competition guidance note Produced in partnership with Suzanne Rab of Serle Court provides comprehensive and up to date legal information covering:

  • Merger control and the Takeover Code
  • What is the Takeover Code?
  • When does the Code apply and to whom does it apply?
  • Structure, timetable and key dates
  • How does the Code affect merger clearance issues (including multi-jurisdictional mergers)?
  • Code impact on timings
  • Competition reference period
  • Steps following the merger control decision
  • The Code—a checklist

What is the Takeover Code?

The City Code on Takeovers and Mergers (the Code) contains the main rules and principles which regulate the conduct of a UK public takeover. Offerors will need to consider the possible application of merger control rules on the timetable and conduct of an offer to which the Code applies and on the terms of such an offer.

The Code is a non-statutory set of rules developed and enforced by the Panel on Takeovers and Mergers (the Panel).

The Code comprises six general principles including (amongst others) the principles that equal treatment must be accorded to all shareholders; the principle that adequate information and advice must be provided to all shareholders to enable them to assess an offer; and the principle of maintenance of orderly and fair markets in shares.

In addition, the Code contains 38 detailed rules including:

  1. Rule 2.1: absolute secrecy pre-announcement

  2. Rule 9: the circumstances in which a 'mandatory offer' must be made following the acquisition of certain voting rights in a listed company

  3. Rule 12: a requirement for the offer to lapse if there is a second-stage procedure under UK or EU merger control before the first closing dateor the date the offer becomes or is declared unconditional as to acceptances, whichever is later.

For details of the regulatory regime applicable to public company takeover