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The Takeover Code

The Panel on Takeovers and Mergers is an independent body, whose main functions are to issue and administer the City Code on Takeovers and Mergers (Takeover Code) and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. The Panel’s statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006.

Under the Takeover Code, the definition of ‘acting in concert’ is a fundament concept, pursuant to which the Panel effectively treats persons ‘acting in concert’ as a single person for the purposes of the Code.

In May 2022 the Code Committee of the Takeover Panel published a public consultation paper (“PCP”) on the presumptions of the definition of “acting in concert” and related matters. The PCP sets out a number of proposed amendments to these presumptions, intended to ensure they reflect properly both changes in the nature of investment markets since they were first introduced and the current practice of the Panel.

In December 2022 the Code Committee of the Takeover Panel published a response statement (“RS”) setting out the Code Committee’s conclusions following the consultation, including the final text of the amendments to the Code.

The amendments to the Code took effect on Monday, 20 February 2023.

A helpful webinar put on by the Panel, provides a useful set of slides with case studies for practitioners to review and better interpret the proposed changes.
Further information


 +44 (0)20 7492 0400