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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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

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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 ...

References

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

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