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

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

  • The Panel and the regulatory framework of takeovers
  • Brexit impact
  • 2021 changes to the Takeover Code
  • Status of the Panel and the Code
  • Transactions to which the Code applies
  • Chain principle
  • Drag-along rights in articles of association
  • ‘Contracted exit’ arrangements
  • New share issues
  • Application of the Code to Cross-border mergers
  • More...

The Panel and the regulatory framework of takeovers

Brexit impact

The operation of the UK takeover regime has been 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.

2021 changes to the Takeover Code

On 31 March 2021 the Panel on Takeovers and Mergers (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of the Code.

Appendix D to the consultation paper includes a diagram highlighting the key differences between the old and new offer timetable.

For further details, see News Analysis: Analysing

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