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Day 39 (Code definition) meaning

What does Day 39 (Code definition) mean?
In takeover practice, Day 39 is the milestone in the offer timetable that falls 21 days before Day 60. Under the City Code on Takeovers and Mergers, it is a defined concept (Rule 31.8) that shifts automatically if Day 60 is extended, suspended or otherwise varied by the Takeover Panel. Day 39 matters because, from the end of that day, the offeree company is generally restricted from announcing material new information (for example, profit forecasts, asset valuations or quantified financial benefits statements) without Panel consent. This protects the integrity of the timetable and ensures an offeror has a fair opportunity to respond before the last permitted date for revising an offer. Advisers therefore plan financial reporting, circulars and announcements around Day 39 to avoid breaching the Code. Usage is consistent across England & Wales, Scotland and Northern Ireland because the UK Takeover Code applies UK‑wide. In Ireland, the Irish Takeover Rules operate an analogous offer timetable and practitioners use “Day 39” with broadly the same meaning and effect, but the precise Irish rule references and any Irish Takeover Panel directions should be checked in each case. Day 39 means the 21st day prior to Day 60 (see Rule 31.8).
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View the related Checklists about Day 39 (Code definition)

CHECKLISTS
English law LMA par secondary loan trades: pre-trade due diligence and settlement guide (transfer criteria, RFR/IBOR interest and DSC, KYC, tax, regulatory, sub-participations, BISO)

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

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CHECKLISTS
UK courts’ post-Brexit application of EU civil justice instruments under Withdrawal Agreement transitional provisions from 1 January 2021: dispute resolution checklist (archived)

ARCHIVED: This archived Checklist outlines how EU regulations are applied by the UK courts after IP completion day, owing to the continuing operation of relevant transitional provisions in the Withdrawal Agreement 2020. The regulations addressed are of particular interest to Dispute Resolution practitioners. It is not updated and is provided for background information only. This Checklist does not consider the position beyond those transitional provisions. References in the tables to Articles are to articles in the Withdrawal Agreement 2020 and therefore apply to both the UK and the remaining EU Member States. The Withdrawal Agreement 2020 can be accessed here. Definitions: implementation period—the transition or implementation period set out by Article 126 of the Withdrawal Agreement 2020, which starts on exit day and ends on IP completion day IP completion day—31 December 2020 at 11 pm (section 39 of the European Union (Withdrawal Agreement) Act 2020) Applicable law Regulation Application of the regulation from 1 January 2021 ...

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CHECKLISTS
Post-Brexit arbitration in England and Wales: IP completion day checklist on retained EU law, enforcement, service and anti-suit injunctions

ARCHIVED : This Checklist has been archived and is not maintained . This Checklist examines the effects of Brexit on commercial arbitration law and practice in England and Wales following IP completion day, ie the close of the transition or implementation period provided for in Article 126 of the Withdrawal Agreement 2020, which began on exit day (ie 11 pm on 31 January 2020, as defined in section 20 of the European Union (Withdrawal) Act 2018) and ends on IP completion day. IP completion day is defined as 31 December 2020 at 11 pm (pursuant to section 39 of the European Union (Withdrawal Agreement) Act 2020). On 24 December 2020, the European Commission and UK government announced an agreement in principle on the legal terms of the future EU-UK relationship. The Trade and Cooperation Agreement (TCA), together with associated agreements, was concluded at the eleventh hour, leaving little time to put in place the legal and practical arrangements needed to render the deal fully operational on 1 January 2021....

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NEWS
EU law weekly round-up—14 March 2024: AI Act adopted, DMA enforcement, DORA RTS, MiFID II amendments, consumer protection, data protection decisions, and environmental/energy initiatives

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NEWS
Scots law: Inner House confirms presumption that successor partnerships inherit pension scheme debts where business continuity exists, including liabilities arising from later scheme changes

Scottish Pension Fund Trustees Ltd v Marshall Ross & Munro and others [2018] CSIH 39 What are the practical implications of this case? While appearing to be a ‘pensions’ dispute, the judgment has far wider relevance for the commercial sector. It advances the reconciliation between a strictly technical view of partnership law in Scotland and the practical realities of day-to-day business operations. The court confirmed that, where a business has traded as a single continuing entity over time, there is a presumption under Scottish law—absent in English law—that liabilities transfer to successor partnerships. In this matter, the onus fell on the party with specific knowledge of how each partnership alteration occurred to rebut that presumption. A central policy reason is the protection of creditors. Of broader importance is the dicta of Lord Drummond Young, who reiterates two significant principles in the context of a pension scheme: firstly, pension schemes ...

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NEWS
EU AI Act GPAI Guidelines: scope, 10^23 FLOPs threshold, provider and modifier duties (including non‑EU), open‑source exemptions, code of practice, compute estimation and compliance timelines

On 18 July 2025, the Commission issued administrative guidance on the EU AI Act’s rules for GPAI models, designed to clarify scope, core concepts and how these interact with a related code of practice. The guidance sets out key legal terms to map the reach of the EU AI Act’s global partnership and artificial intelligence (GPAI) regime and pinpoint which businesses must comply. An initial draft was released in April 2025 to gather views from stakeholders. Following that consultation, the Commission’s AI Office outlined the principal revisions to EU Member States at a European AI Board meeting in late June 2025. The GPAI provisions will apply from 2 August 2025... Definition of GPAI models The guidance introduces a quantitative test to determine whether a model qualifies as a GPAI model—and is therefore within the AI Act’s remit—based on the computing power used for training. The benchmark, set in the early draft at 10²² floating-point operations per second, or FLOPs, has been increased to 10²³ FLOPs, aligning with the...

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

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PRACTICE NOTES
UK Budget and Finance Bills and Acts: timetable, parliamentary stages, Provisional Collection of Taxes, OBR role, numbering/dating, and election-driven chronology 2016-2026

The Budget The Budget is a Parliamentary occasion where the Chancellor of the Exchequer delivers key statements on the national economy. It sets out the government’s tax intentions for the next year, and at times for later periods. Most measures due in the following tax year will already have been announced and consulted on in advance. Fresh announcements may arrive on Budget day—some, mainly anti-avoidance steps, take effect immediately. Others are scheduled to commence from a future date. The Budget also precedes the presentation of the Finance Bill to Parliament. In most years there is a single Finance Bill, though in some—such as those featuring a general election—there have been two or even three, as outlined below. Income tax and corporation tax are annual charges, so they can only be levied for a year (a tax year for income tax, or a financial year for corporation tax) where an Act of Parliament provides for them. Consequently, the government’s power to charge...

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PRACTICE NOTES
Publication, laying and website disclosure of UK companies' annual accounts and reports: Companies Act 2006, FCA DTR/Listing Rules, UKCG Code and AIM Rules—timing, signatures, penalties, NSM and ESEF

Rules and guidance The principal rules on publishing and laying a company’s annual accounts and reports appear in Part 15 of the Companies Act 2006 (CA 2006). For these purposes, a company’s annual accounts and reports comprise: the annual accounts the directors' report the strategic report (unless the company is not obliged to prepare one) the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (for a quoted company) the auditor’s report on the accounts, the directors’ report, the strategic report, the auditable part of any directors’ remuneration report and any separate corporate governance statement (unless the company qualifies for audit exemption) Certain statutory requirements governing publication and laying differ according to whether the company is public or private, and whether it is quoted or unquoted. Quoted companies cover UK companies with shares listed in the UK or in another EEA state; AIM companies do...

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PRECEDENTS
Precedent sale contract for freehold property subject to occupational leases: arrears, rent reviews, service charges, rent deposits, TOGC/VAT, TUPE, capital allowances, overseas entities, environmental liability (England and Wales)

date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Seller ) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Buyer ) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Guarantor ) ] 1 Definitions In this Agreement, the terms set out below shall have the meanings given: ...

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PRECEDENTS
Precedent sale contract for leasehold reversion subject to occupational leases, incorporating Standard Commercial Property Conditions, covering arrears, rent deposits, TUPE, VAT and consent to assign — England and Wales

Date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Buyer) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (Guarantor) ] 1 Definitions In this Agreement, the terms set out below shall have the following meanings: Actual Completion...

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PRECEDENTS
Pro-customer B2B Purchase Terms and Conditions for Goods and Services: stringent acceptance, warranties, IPR assignment, indemnities and compliance (bribery, slavery, tax evasion, fraud) — England and Wales law

1 Definitions and interpretation These Conditions define key terms and set the rules for reading the Contract. Defined expressions include (among others) Acceptance Conditions, Adequate Procedures, Affiliate, Applicable Law, Associated With, BA 2010, Bribery Laws, Business Day, CFA 2017, Conditions, Confidential Information, Contract, Control, ECCTA 2023, Force Majeure, Foreign Tax Evasion Offence, Fraud Offence, Goods, Intellectual Property Rights, IPR Claim, Location, MSA 2015, MSA Offence, Order, Prevention Procedures, Price, Services, Specification, Supplier, Supplier Associated Person, Supplier Personnel, UK Tax Evasion Offence and VAT. References to the Contract include these Conditions, the Order and any schedules, appendices and annexes. Headings are for convenience only and do not affect interpretation. “Party” means the Supplier or the Customer and includes successors and permitted assigns; “person” includes natural and corporate bodies; “company” covers any body corporate. Gender includes all genders; singular includes plural and vice versa. Terms such as “including” and similar are illustrative and not limiting. “Writing” or “written” covers legible, non‑transitory forms. ...

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