Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“We rely on LexisNexis to give us a definitive answer, quickly and reliable every time so that we can be confident in the advice we use to help our clients.”

Shelter

Access all documents on Code Committee

Code Committee meaning

What does Code Committee mean?
In UK public M&A practice, the Code Committee is the panel on Takeovers and Mergers’ rule‑making committee. It keeps the UK Takeover Code under review and, after consultation, proposes, makes and issues most amendments to the Code. It undertakes the majority of the Panel’s rule‑making work, except for matters reserved to the Panel under Section 4(b) of the Introduction to the Code. Up to twelve members of the Panel are designated by the Panel as members of the Code Committee. Its current membership and Terms of Reference are published on the Panel’s website. The Committee’s role is described in the Introduction to the Takeover Code rather than in statute (the Panel itself is recognised under the Companies Act 2006). Its consultations and statements are a key indicator of policy direction and the timing of Code changes affecting takeover bids, deal timetables, disclosure and shareholder protections. Usage and effect are consistent across England & Wales, Scotland and Northern Ireland. The term is not generally used in Ireland, where comparable rule‑making is carried out by the Irish Takeover Panel in making and amending the Irish Takeover Rules.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Checklists about Code Committee

CHECKLISTS
UK non-broadcast/print advertising legal clearance checklist: CAP Code, DMCCA 2024 and CMA guidance (pricing, claims, endorsements, children, sector rules, AI, reviews)

This Checklist highlights the principal points to review when signing off advertising copy. It is designed to assist advertisers and their legal advisers in ensuring print ads adhere to statutory and self-regulatory requirements, including the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), Committee of Advertising Practice (CAP) help notes, and the unfair commercial practices provisions of the Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024). For broader guidance on advertising controls, see Practice Note: Advertising law and regulation. A third column is available to capture remarks or observations as you progress through the Checklist... Checklist Further information Notes (if any) Introductory considerations Have you reviewed the CAP Code and CAP’s Formal Guidance, along with relevant guidance from trading standards bodies and the Competition and Markets Authority (CMA)? Non-broadcast advertising is governed by legislation as well as the CAP Code. For more detail, see Practice Note: Advertising law and regulation... Have you taken account of relevant consumer legislation? When...

Read More Right Arrow
CHECKLISTS
Audit committee composition: UK corporate governance and DTR requirements with investor guidance for quoted and investment companies

This Checklist outlines the requirements of the UK Corporate Governance Code and the Disclosure Guidance and Transparency Rules concerning the composition of audit committees in quoted companies, alongside best practice set out by leading representative bodies for institutional investors. It further reflects guidance issued by the Quoted Companies Alliance for small and mid-size quoted entities, and by the Association of Investment Companies for investment companies. The summary draws on the UK Corporate Governance Code (UKCG Code) to set expectations for committee make-up and expertise. Quoted companies (other than investment companies) The audit committee must consist of at least three independent non-executive directors, or two for smaller companies (ie those outside the FTSE 350). The chair of the board should not sit on the committee. The board should assure itself that at least one committee member has recent and relevant financial experience. As a whole, the audit committee should possess competence relevant to the sector in which the company operates... ...

Read More Right Arrow
CHECKLISTS
2014–2016 UK Corporate Governance Code comparison: archived checklist of audit committee competence, external audit tendering and reporting changes reflecting EU audit reforms

ARCHIVED: This archived checklist outlines the ways in which the 2016 iteration of the UK Corporate Governance Code varied from the 2014 UK Corporate Governance Code. It is not updated and is supplied for background purposes only. Checklist—2014 UKCG Code and 2016 UKCG Code compared In April 2016, the Financial Reporting Council issued a fresh edition of the UK Corporate Governance Code (the 2016 UKCG Code) to incorporate changes arising from Regulation (EU) 537/2014 (EU Audit Regulation), Directive 2014/56/EU (Statutory Audit Amending Directive) and the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 (Statutory Audit Services Order). The 2016 UKCG Code applied to companies with accounting periods starting on or after 17 June 2016. This table sets out how the 2016 UKCG Code diverged from the text issued in 2014 (the 2014 UKCG Code); differences are shown using italics (inserted wording) and square brackets (removals): Provision 2014 UKCG Code 2016 UKCG Code Preface Language specific to...

Read More Right Arrow

View the related News about Code Committee

NEWS
UK Takeover Panel confirms Takeover Code reforms on DCSS, IPO disclosures and share buybacks, including Rule 9 dispensations and DCSS offer acceptance tests, effective 4 February 2026

What is the background? On 3 July 2025, the Code Committee issued consultation paper PCP 2025/1. It sought views on: a fresh framework for how the Code applies to companies with a dual class share structure (DCSS); new IPO disclosure obligations; and substantial revisions to the rules on share buybacks. The consultation period ended on 26 September 2025. For more detail on the proposals, see News Analysis: Takeover Panel proposes reforms to address dual class share structures, IPO disclosures and share buybacks. What did the Code Committee decide? The Panel received submissions from seven parties, spanning professional bodies, investors and academics. Respondents were firmly in favour of the package of reforms. Accordingly, the Panel approved the amendments from PCP 2025/1, while making limited drafting tweaks to the new Note 4 on Rule 16.1, the new Rule 37.1 (and the Notes thereon) and the new Rule 37.3, together with an extra change to Note 7 on Rule 26...

Read More Right Arrow
NEWS
UK Public Law Weekly Update: Brexit, Judicial Review, Human Rights, Procurement, Subsidy Control and FOI—Key Cases and Legislative Changes, Week Ending 26 February 2026

In this issue: Brexit headlines Constitutional and administrative law Equality and human rights Judicial review Public procurement Subsidy control and State aid Information law Other Public Law news Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Brexit headlines Court of Appeal restricts education-based residence right under UK-EU Withdrawal Agreement—R (Ayoola) v Home Secretary In R (Ayoola) v SSHD [2025] EWCA Civ 1519, the Court of Appeal held that Articles 24(2) and 25(2) of the Withdrawal Agreement do not confer fresh residence entitlements; they merely safeguard education‑linked derivative residence rights that existed before withdrawal from the EU. Specifically, children of EU nationals had residence rights under Article 12 of Regulation 1612/68 (later Article 10 of Regulation 492/2011). Their third‑country national parents held residence rights only where their presence was required for the child. CJEU case law acknowledged and reinforced those derivative entitlements. Nonetheless,...

Read More Right Arrow
NEWS
Local government legal round-up: Procurement Act 2023 guidance and draft regulations, duty of candour ruling, social housing and education consultations, mental health and CQC updates, planning case law

In this issue: Public procurement Governance Social housing Education Children's social care Social care Planning Daily and weekly news alerts New and updated content Public procurement Cabinet Office publishes first suite of Procurement Act 2023 guidance documents The Cabinet Office has issued an initial tranche of guidance on the Procurement Act 2023 (PA 2023). Designed to offer technical support, the materials explain interpretation and application of PA 2023, and are directed at procurement practitioners and commercial policy leads within contracting authorities. Each document should be read alongside PA 2023 and the related regulations. The Cabinet Office confirms a staggered release, aiming to complete the full set by June 2024. The Procurement Regulations 2024 have likewise been released in final form for Parliamentary debate. These draft regulations include the amendments flagged in the government’s consultation response issued on 22 March 2024. Separate guidance for devolved Welsh authorities will be issued by the Welsh Government in...

Read More Right Arrow

View the related Practice Notes about Code Committee

PRACTICE NOTES
UK Film and Television Law Glossary: Terms C–D—copyright, collecting societies, broadcasting, distribution

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

Read More Right Arrow
PRACTICE NOTES
EU energy cybersecurity and critical infrastructure: CER, NIS 2, electricity network code, forthcoming gas/hydrogen codes and Cyber Resilience Act—scope, obligations and timelines

Protection of critical infrastructure and cybersecurity—EU strategy In October 2016, the European Parliament’s Committee on Industry, Research and Energy (ITRE) issued a Cybersecurity Strategy for the Energy Sector. The paper reviewed prevailing policies and legislation, and considered routes for developing energy‑specific cyber security solutions and protective practices. It found that the continued rollout of smart energy systems, coupled with growing interconnection and interdependence across Member State borders, has produced rapid expansion of networked intelligence throughout energy grids and into consumers’ premises via smart devices. This enlarged attack surface, together with the fact that the energy system is inherently linked to every other critical infrastructure network, renders the sector especially susceptible to cyber attacks. That exposure has only grown since the 2016 strategy was released. On 16 December 2020, the European Commission and the High Representative of the Union for Foreign Affairs and Security Policy presented a new EU Cybersecurity Strategy. The 2020 plan encompasses the security of essential EU services (for example energy grids, railways and hospitals) and also...

Read More Right Arrow
PRACTICE NOTES
UK Takeover Code Rule 37: Share buybacks, dual class share structures and enfranchising non‑voting shares—Rule 9 mandatory offer implications, Panel waivers/dispensations and 2026 reforms

Rule 37—Setting the scene This Resource Note summarises the core features of Rule 37 of the City Code on Takeovers and Mergers (Code). It concerns company share repurchases, companies with dual class share arrangements and the enfranchisement of a company’s non‑voting shares, and the situations in which such structures or arrangements could trigger a mandatory offer under Rule 9 of the Code. It also flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 37. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) (Executive) giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee Annual Reports published by...

Read More Right Arrow

View the related Precedents about Code Committee

PRECEDENTS
Offeree board minutes approving and publishing defence circular in response to takeover offer under the City Code on Takeovers and Mergers

[ insert name of offeror ] [ PLC OR Limited ] Minutes of a meeting of [ a committee of ] the board of directors of [ insert full name of offeree ] (the Company) convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present [ Insert names of director(s) physically present ] [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) In attendance [ Insert name ] (representative of [ name of financial adviser ], the Company’s financial advisers (the Bank )) [ Insert name ] (representative of [ name of law firm ] (the Company's solicitors ))...

Read More Right Arrow
PRECEDENTS
Offeror board minutes: settlement of takeover consideration (cash, new shares and loan notes) under the UK Takeover Code following offer unconditionality or scheme effectiveness

[ insert name of offeror ] [ PLC OR LIMITED ] Minutes for a meeting of [ a committee of ] the board of directors of [ insert full name of offeror ] (the Company), convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] [ am OR pm ]... Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ insert name ] (representative of [ financial adviser ] (the Bank)) ] [ [ Insert names of others in attendance who do not count towards the quorum (eg the company secretary and/or...

Read More Right Arrow
PRECEDENTS
Offeror board minutes approving Offer/Scheme Document, Prospectus and Circular under the UK Takeover Code

[ insert company name ] [ LIMITED OR PLC ] Record of the meeting of [ a committee of ] the board of directors of [ insert full name of company ] (the Company) convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time ] [ am OR pm ] Present [ Insert names of the director(s) attending in person ] [ [ Insert names of directors attending by telephone or by another method permitted by the Company’s articles of association ] [ by telephone OR by [ insert means ] ] ] In attendance [ Insert name ] (representative of [ financial adviser ] (the Bank)) [ Insert name ] (representative of [ law firm ] (the Company’s solicitors)) [ Insert name ] (representative of [ name of firm of accountants ], the Company’s reporting accountants (the Accountants)) [ Insert names of others in attendance...

Read More Right Arrow