''R v Panel on Take-overs and Mergers; Ex parte Datafin plc'' 987QB 815 is a

UK constitutional law The United Kingdom constitutional law concerns the governance of the United Kingdom of Great Britain and Northern Ireland. With the oldest continuous political system on Earth, the British constitution is not contained in a single code but princ ...

, company law and

administrative law Administrative law is the division of law that governs the activities of executive branch agencies of government. Administrative law concerns executive branch rule making (executive branch rules are generally referred to as "regulations"), ad ...

case of the Court of Appeal. It extended the scope of

judicial review in English law Judicial review is a part of UK constitutional law that enables people to challenge the exercise of power, usually by a public body. A person who contends that an exercise of power is unlawful may apply to the Administrative Court (a part of the ...

to private bodies exercising public functions. Before ''Datafin'', only bodies established by statute could be judicially reviewed, while private bodies could only be sued for their actions in contract or

tort A tort is a civil wrong that causes a claimant to suffer loss or harm, resulting in legal liability for the person who commits the tortious act. Tort law can be contrasted with criminal law, which deals with criminal wrongs that are punishable ...

law.

Facts

The Panel on Take-overs and Mergers is the

City of London The City of London is a city, ceremonial county and local government district that contains the historic centre and constitutes, alongside Canary Wharf, the primary central business district (CBD) of London. It constituted most of London f ...

's self-regulating mechanism for dealing with

mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, other business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect ...

. The applicant complained about a breach of the Panel code by another company involved in the process and were unhappy with the Panel's decision. The case ended up in the Court of Appeal, due to the fact that the High Court felt that it had before it a matter that was outside its jurisdictional reach. Because it considered that the defendant wasn't amenable to judicial review, it wasn't able to grant the claimant the required leave to continue on with the claim. The main issue facing the Court was whether to review the decision of a Panel set up under private law using the standards usually applied in administrative law.

Judgment

The Court of Appeal held that the powers exercised by the Panel (regulating take-overs and enforcing a code of conduct on them) were essentially in the domain of public law and formed part of the

Government A government is the system or group of people governing an organized community, generally a state. In the case of its broad associative definition, government normally consists of legislature, executive, and judiciary. Government is ...

's scheme to regulate the City. Those affected had no choice but to submit to the Panel's jurisdiction. As a result, the Panel had the duty to act judicially and its decisions could be checked by means of judicial review. On the merits, however, the Court found no ground to quash the disputed decision. Sir John Donaldson, the

Master of the Rolls The Keeper or Master of the Rolls and Records of the Chancery of England, known as the Master of the Rolls, is the President of the Civil Division of the Court of Appeal of England and Wales and Head of Civil Justice. As a judge, the Master of ...

, gave the leading judgment.

Significance

This decision is important in the light of an increasing "privatization" of public powers. In recent years, the Government has delegated many of its powers to formally private bodies, which nevertheless can make decisions affecting individual citizens and the society at large. Following the ''Datafin'' case, such decisions are now amenable to judicial review by courts. In the later case of ''R v Panel on Takeovers and Mergers, ex parte Guinness plc'', 9901 QB 146 the judicial authority of the Panel was tested further in respect of the manner in which it handles investigations into breaches of the

City Code on Takeovers and Mergers The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in t ...

. In this case, the Panel refused to adjourn the appellant's hearing which related to its takeover of Distillers Co plc, in undisclosed concert with a Swiss bank, for which the Court of Appeal held that less there was any real injustice caused by the Panel's procedure, it would take exceptional circumstances for the court to intervene (particularly in the event, as was the case, that the appellant had not made use of the appeals tribunal existing within the realms of the Panel).

Notes

{{UK law 1986 in British law 1986 in case law 1986 in England Court of Appeal (England and Wales) cases United Kingdom administrative case law United Kingdom company case law United Kingdom constitutional case law

Facts

Judgment

Significance

See also

Notes