The Panel and the regulatory framework of takeovers
The Panel and the regulatory framework of takeovers

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

  • The Panel and the regulatory framework of takeovers
  • Brexit impact
  • Status of the Panel and the Code
  • Transactions to which the Code applies
  • Application of the Code to Cross-border mergers
  • Companies subject to the Code
  • Shared jurisdiction
  • Dual jurisdiction
  • Framework of the Code
  • The Panel, its Executive and committees, and the Takeover Appeal Board
  • 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 City Code on Takeovers and Mergers (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.

Status of the Panel and the Code

The Panel on Takeovers and Mergers (Panel) was established in 1968 without statutory or other legal powers to supervise public company takeovers. Since its inception the Panel has been constituted by representatives of major institutions in the City of London, and traditionally its powers of enforcement have been based on its ability to secure the withdrawal of the facilities of the securities markets from ‘offenders’ by denying them access to advisers (the process known as ‘cold-shouldering’), rather than on legal sanctions.

The Panel is responsible for the issue, administration and enforcement of the Code. The Code is the principal source of regulation governing the conduct of takeovers and takeover activity in the UK. Based on principles aimed at the fair treatment of all shareholders, the detailed rules of the Code (Rules)