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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 London Stock Exchange (LSE) is a stock exchange in the City of London, England, United Kingdom. , the total market value of all companies trading on LSE was £3.9 trillion. Its current premises are situated in Paternoster Square close to St Pau ...
. Many of its provisions are mirrored in the
EU Takeover Directive The Takeover Directive''2004/25/ECis an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the i ...
.2004/25/EC
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Contents

The code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The code also provides an orderly framework within which takeovers are conducted. *Rule 3, who may advise shareholders on offers or approaches *Rule 6, acquisitions requiring offer of a minimum level of consideration *Rule 9, when a mandatory offer is required, and who is responsible to make it *Rule 10, offer can be declared unconditional once the offeror holds over 50% of the voting shares of the offeree *Rule 11, when cash or securities are required as the offer *Rule 14, where there is more than one share capital class *Rule 16, special deals with favourable conditions *Rule 21, actions that could have the effect of frustrating a takeover bid require shareholder approval *Rule 21.3, information provided by the board of the offeree to the recommended offeror must be available to a competing offeror (if one approaches) *Rule 31.4, offer to remain open for 14 days after unconditional as to acceptances *Rule 32.3, if the offer is revised all shareholders are entitled to reconsider *Rule 33.2, shutting off cash underwritten alternatives *Rule 36, for partial offers, the panel's consent is required *Rule 37, regulating a company's purchase of own securities


Links

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Rule 3 adviser A Rule 3 adviser in the UK is a firm authorised, under the Takeover Code 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 tra ...
*
Designated Professional Body According to the UK Financial Conduct Authority The Financial Conduct Authority (FCA) is a financial regulation, financial regulatory body in the United Kingdom, but operates independently of the UK Government, and is financed by charging fees ...


See also

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Mergers and acquisitions in United Kingdom law Mergers and acquisitions in United Kingdom law refers to a body of law that covers companies, labour, and competition, which is engaged when firms restructure their affairs in the course of business. Company law In company law, there are three ma ...
*
Takeover Panel The Panel on Takeovers and Mergers, or more commonly The Takeover Panel, is the United Kingdom's regulatory body charged with the administration of The Takeover Code. It was set up in 1968 and is located in London, England. Its role is to ensu ...
*''
Hogg v Cramphorn Ltd ''Hogg v Cramphorn Ltd'' 967Ch 254 is a famous UK company law case on director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover (the poison pill) are breaching their fi ...
''
967 Year 967 ( CMLXVII) was a common year starting on Tuesday (link will display the full calendar) of the Julian calendar. Events By place Europe * Spring – Emperor Otto I (the Great) calls for a council at Rome, to present the ne ...
Ch 254 *''
Howard Smith Ltd v Ampol Petroleum Ltd ''Howard Smith Ltd v Ampol Petroleum Ltd'' is a leading company law case, concerning the duty of directors to act only for "proper purposes". This duty has been codified into the Companies Act 2006 section 171, and arises particularly in cases i ...
''
974 Year 974 ( CMLXXIV) was a common year starting on Thursday (link will display the full calendar) of the Julian calendar. Events By place Europe * Battle of Danevirke: Emperor Otto II defeats the rebel forces of King Harald I, who has ...
AC 821 *''
Imperial Group Pension Trust Ltd v Imperial Tobacco Ltd ''Imperial Group Pension Trust Ltd v Imperial Tobacco Ltd'' 9911 WLR 589 is an English trust law case, especially relevant for UK labour law and UK company law, concerning pension funds and the implementation of a poison pill. Facts The Imperi ...
''
991 Year 991 (Roman numerals, CMXCI) was a common year starting on Thursday (link will display the full calendar) of the Julian calendar. Events * March 1: In Rouen, Pope John XV ratifies the first Peace and Truce of God, Truce of God, between ...
11 ILRM 66, poison pill defence *''
R v Panel for Takeovers and Mergers Ex p Datafin ''R v Panel on Take-overs and Mergers; Ex parte Datafin plc'' 987QB 815 is a UK constitutional law, company law and administrative law case of the Court of Appeal. It extended the scope of judicial review in English law to private bodies exerc ...
'' 987QB 815


References

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PL Davies Paul Lyndon Davies QC, FBA (born 24 September 1944) is Allen & Overy Professor of Corporate Law Emeritus at the University of Oxford, Emeritus Fellow of Jesus College, Oxford and Emeritus Professor of Law at the London School of Economics, wher ...
, E Schuster and E Van de Walle de Ghelcke, 'The Takeover Directive as a Protectionist Tool?' (2010
EGCI Working Paper
*D Kershaw, 'The Illusion of Importance' (2007
56 ICLQ 267
*Richard Wachmann,
CBI argues for takeover code to be tightened
(27 July 2010) The Guardian


External links


City Code on Takeovers and MergersThe Takeover Panel website
{{DEFAULTSORT:City Code on Takeovers And Mergers Economy of the City of London Mergers and acquisitions Corporate governance in the United Kingdom