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Day 60 (Code definition) meaning

What does Day 60 (Code definition) mean?
Day 60 is the key deadline in a public takeover timetable. Under the UK City Code on Takeovers and Mergers, it is the 60th day after publication of the initial offer document. By 5.00 p.m. on Day 60, a contractual offer must be declared unconditional as to acceptances or it will lapse, subject to any extension or reset directed by the Panel on Takeovers and Mergers (notably under Rules 31.3 and 31.6). In a competitive situation, the Panel may fix a later Day 60 by reference to the latest offer document. This is a defined Code concept, used consistently in England & Wales, Scotland and Northern Ireland. In Ireland, the Irish Takeover Rules adopt an equivalent timetable, with Day 60 calculated from publication of the offer document and capable of Irish Panel adjustment in similar circumstances. Practically, Day 60 anchors deal planning: it sets the long-stop for satisfying the acceptance condition, drives offer financing availability, sequencing of regulatory clearances and disclosure strategy, and is central to lapse risk management where the timetable is extended, reset or suspended by the relevant Panel.
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View the related Checklists about Day 60 (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
Employer consultation on occupational and personal pension scheme changes: practical compliance checklist (scope, representatives, 60-day process, exceptions, sanctions, restructuring)

THIS CHECKLIST APPLIES TO OCCUPATIONAL AND PERSONAL PENSION SCHEMES Is there a requirement to consult employees? Confirm if the scheme operates as a trust-based occupational pension arrangement. Determine whether there are 50 or more employees. Establish if the employer is an excluded employer. Ascertain whether the proposal involves a change that triggers consultation. Consider if the change is to comply with statute (eg age discrimination legislation). Evaluate whether the alteration has a lasting impact on members' benefits. If unsure whether consultation is required, consider checking with the Pensions Regulator. Identify whether there are any affected members. If swift action is necessary (eg to avoid the risk of insolvency), contact the Pensions Regulator to request a waiver of the consultation requirement...

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CHECKLISTS
UK Takeover Code Timetable for a Recommended Offer: From Rule 2.7 Announcement to Unconditionality and Squeeze-out (Day 0 to Day 60+)

This document sets out a comprehensive timetable for a recommended takeover offer, prepared by reference to the provisions of the City Code on Takeovers and Mergers (Code) and applicable statutory rules. It traces the process from the stages before a firm intention to make an offer is announced (a Rule 2.7 announcement) through to the completion of any 'squeeze-out' procedure. For other examples of takeover timetables, see: Timetable—hostile offer Timetable—scheme of arrangement Public company takeovers quiz Part 3 of our public company takeovers quiz features multiple-choice questions that assess users' knowledge of the offer timetable for takeover transactions. After each question, the correct answer is shown together with feedback and links to relevant materials. The quiz is designed for private practice lawyers, in-house counsel, corporate finance professionals and other parties involved in takeover transactions. For further details, see Practice Note: Public company takeovers quiz—Part 3...

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View the related News about Day 60 (Code definition)

NEWS
Construction law and policy update—12 December 2024: building safety, Welsh building control, Scottish cladding commencement, dispute boards survey, arbitration ruling, environmental and EPB consultations, infrastructure plan and skills initiatives

In this issue: Building safety Building regulations Alternative dispute resolution Arbitration Environmental issues Projects Construction industry news Daily and weekly news alerts Construction trackers Building safety CLC announces restructure of ICSG The CLC has set out a reorganisation of the Industry Competence Steering Group (ICSG) to enhance competence and safety standards across the built environment sector. Under this strategic change, the ICSG will become a formal working group within the Building Safety Regulator’s Industry Competence Committee. The refreshed framework features sector-led groups, key topic groups and working groups, informed by contributions from more than 60 professional and trade bodies and 1,500 individuals, reinforcing the drive for improved standards. See: LNB News 09/12/2024 61. Housing (Cladding Remediation) (Scotland) Act 2024 (Commencement) Regulations 2024 SSI 2024/370 These regulations designate 6 January 2025 as the appointed day on which all provisions of the Housing (Cladding Remediation) (Scotland) Act 2024 not already commenced will come into...

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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

In this issue: EU fundamentals Commercial Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases March 2024 infringements package The European Commission has unveiled its March 2024 infringements package, highlighting EU Member States it is pursuing for breaches of EU law. It is sending letters of formal notice, issuing reasoned opinions and making referrals to the Court of Justice against Member States including Germany, Spain, Bulgaria, Cyprus, Slovenia, Ireland, Greece, Italy, Hungary, Portugal, Romania, Slovenia, Sweden, Finland, Latvia, Luxembourg, Poland, Netherlands and Croatia, for infringements spanning the environment, internal market, industry, entrepreneurship and small and medium-sized enterprises (SMEs), migration, home affairs and security union, justice, energy and climate, and mobility and transport. See: LNB News 13/03/2024 51. Council of the EU allows EU to...

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NEWS
Global arbitration highlights: non-signatory stay, natural justice set-aside, Mareva support, award enforcement; UNCITRAL ISDS reform; institutional updates; plus UK Arbitration Act 2025 practice notes

In this issue: International Arbitration Investment treaty arbitration Institutional and ad hoc arbitration Daily and weekly news alerts New and updated content Useful information International Arbitration Hong Kong—court orders stay of court proceedings in dispute involving non-signatory to arbitration agreement The Hong Kong Court of First Instance, in Techteryx Ltd v Legacy Trust Company Ltd, ordered a stay of Hong Kong proceedings in favour of arbitration at the Singapore International Arbitration Centre (SIAC). Her Ladyship, Madam Justice Mimmie Chan, found that the criteria for a stay under section 20 of the Arbitration Ordinance (Cap. 609) were fulfilled. On a prima facie assessment, there was a sufficient basis for the non-signatory defendant to invoke the arbitration agreements, relying on the doctrines of agency and equitable estoppel under Delaware law, which governed those agreements. For detailed commentary, refer to News Analysis: Hong Kong—court orders stay of court proceedings in dispute involving non-signatory to arbitration agreement (Techteryx Ltd v Legacy...

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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...

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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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PRACTICE NOTES
Share-based remuneration for UK non-executive directors: independence, employees’ share scheme status, Listing/AIM, UK MAR, pre-emption, financial assistance, FSMA, disclosure and practical structuring options

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

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View the related Precedents about Day 60 (Code definition)

PRECEDENTS
Archived precedent: Rule 17.1 level of acceptances and extension of offer announcement under the Takeover Code (pre‑July 2021)

This Precedent has been archived and not maintained since the Takeover Code (Code)’s revision in July 2021. This precedent is no longer updated following the July 2021 revision of the Takeover Code (the Code). It related to circumstances in which an offeror disclosed the level of acceptances of an offer under Rule 17.1 of the Code where the offer had been extended. Before the July 2021 changes, the Code enabled an offeror to set successive closing dates to assess whether the acceptance condition had been met. If, on a closing date, that condition was not satisfied, the offeror could either allow the offer to lapse or continue it by specifying a new closing date. The Code has now removed the concept of closing dates; instead, all offer conditions must be satisfied by Day 60. Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of...

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PRECEDENTS
Corporate criminal liability: senior manager attribution, relevant economic offences, consequences, procedures and reporting under the Economic Crime and Corporate Transparency Act 2023

1 Introduction 1.1 [ Insert organisation name ] is proud of how we run our affairs. Our Code of ethics sets out the principles and rules that govern our operations. It binds everyone here. Please read the Code carefully, ensure you understand it, and let it steer your day‑to‑day work. If you are unsure about the Code or how it applies, speak with [ insert, eg your manager ] 1.2 [ Insert organisation name ] operates a zero‑tolerance policy on employees engaging in criminal conduct 1.3 From 26 December 2023, under the Economic Crime and Corporate Transparency Act 2023, if a senior manager, acting within their actual or apparent authority, commits a relevant offence, the organisation is likewise guilty of that offence 2 Senior manager 2.1 A senior manager is an individual who plays a pivotal role in: 2.1.1 deciding how the whole, or a substantial part, of the organisation’s activities are to...

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PRECEDENTS
UK Takeover Code—offer document precedent for recommended all-share (share-for-share) offers: drafting for New Offeror Shares, prospectus, admission, conditions, settlement, overseas shareholders and disclosure

Definitions Include the following definitions as applicable in Precedent: Offer document—definitions (Appendix 5): New Offeror Shares • the [ Offeror ] shares intended to be issued to [ Offeree ] Shareholders in accordance with the terms of the Offer [ Offeror Prospectus • the prospectus for [ Offeror ] to be published regarding the New Offeror Shares to be issued in relation to the Offer ] Offeror Shares • the ordinary shares of [ insert number ] each in the capital of [ Offeror ] If the issue of the New Offeror Shares will require shareholder approval, replace the existing definition of ‘Offeror Shareholder Resolutions’ in Precedent: Offer document—definitions (Appendix 5) with the following: [ Offeror ] Shareholder Resolutions • such resolutions as are necessary or, in the opinion of [ Offeror ], desirable to approve, give effect to and implement the Offer, including a resolution or resolutions to authorise the allotment of the New Offeror Shares...

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View the related Q&As about Day 60 (Code definition)

Q&As
Does Tier 2 (General) 60‑day curtailment count towards ILR continuous lawful residence?

A Tier 2 (General) migrant (the applicant) must observe any conditions attached to their leave. Examples include no recourse to public funds and a requirement to work mainly for the Tier 2 (General) sponsor named on their Certificate of Sponsorship (CoS). Supplementary employment is allowed, but only in limited circumstances in practice. See Practice Notes: Applying under the Skilled Worker route and Conditions of permission to enter or stay in the UK. If the applicant will no longer work for the sponsor listed on their CoS, they will not continue to meet the requirements of a Tier 2 (General) visa. This is a frequent basis for mandatory curtailment under the Immigration Rules, Part 9, para 323A(i)(2). Curtailment is the process by which the Secretary of State for the Home Department shortens the existing leave of persons already in the UK. Leave is either curtailed with immediate effect or the remaining period of leave is shortened, usually to a period of 60 days. See Practice Notes: Changes of circumstances and...

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