The Takeover Code and share plans
Produced in partnership with Liz Pierson of Deloitte
The Takeover Code and share plans

The following Share Incentives practice note produced in partnership with Liz Pierson of Deloitte provides comprehensive and up to date legal information covering:

  • The Takeover Code and share plans
  • Bidder priorities for share plans
  • Option numbers
  • Treatment of share plans on the transaction
  • Bid co-operation agreement
  • Rule 15 proposals
  • Future incentives following the transaction
  • 'Business as usual' and frustrating action

The Takeover Code and share plans

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: Impact of Brexit on share awards/schemes.

FORTHCOMING CHANGE: In November 2018, the Code Committee of the Takeover Panel published a consultation on proposed amendments to the Takeover Code in relation to the withdrawal of the UK from the EU. In a response statement published in March 2019, the Panel stated that it intended to adopt these proposals subject to some minor amendments. For further details, see Practice Note: Brexit—UK takeover regime—Panel consultation on amendments to the Code.

For many, an announcement of a bidder's firm intention to make an offer for the shares in a company is the starting gun in a takeover process. For those dealing with the target company's share plans though, the starting gun was fired some weeks earlier when the initial approach was made to the target company. This period prior to announcement of a takeover right until the takeover completes

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