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

The following Competition practice note produced in partnership with Suzanne Rab provides comprehensive and up to date legal information covering:

  • Merger control and the Takeover Code
  • Brexit impact
  • Changes to the merger control regime under the Code
  • What is the Takeover Code?
  • When does the Code apply and to whom does it apply?
  • Structure, timetable and key dates
  • Structure of an offer
  • Structure of a scheme of arrangement
  • Timetable
  • Key dates
  • More...

Merger control and the Takeover Code

Brexit impact

The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Practice Note, the principal change is that following the end of the Brexit implementation period (IP completion day), there is no longer the possibility of the European Commission (Commission) referring a matter back to the Competition and Markets Authority (CMA) pursuant to Article 9.1 of the EU Merger Regulation (EUMR), as previously contemplated by Rules 12.1(b) and 12.1(c) of the City Code on Takeovers and Mergers (Code). However, in all other respects the treatment of Commission proceedings under the Code remains the same (at least in respect of firm offers announced before 5 July 2021, see below).

Even after IP completion day, the EUMR continues to apply to UK undertakings with turnover generated from the EU—as with any undertaking operating globally. If a transaction satisfies the EUMR jurisdictional thresholds, clearance from the Commission must be obtained before closing. The only differences following IP completion day are that: (i) UK turnover is no longer relevant when assessing whether a merger is caught by the EUMR, and (ii) the UK no longer forms part of the EU internal market for the purpose of assessing the substantive impact of a transaction.

With the UK no longer treated as part of the EU following IP completion day,

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