Powered by Lexis+®
Jurisdiction(s):
United Kingdom
United Kingdom
View all Glossary Terms Related Content
CASE STUDY
“Because of the pure breadth and depth of black letter law research and practical guidance that LexisNexis provides, we don't have to rely on counsel as much as perhaps firms that don't use LexisNexis.”
KaurMaxwellAccess all documents on Disqualified adviser
Disqualified adviser meaning
Published by a LexisNexis Corporate expert
What does Disqualified adviser mean?
In public M&A, a disqualified adviser is an adviser the Takeover panel will not treat as independent for Rule 3 purposes under the UK Takeover Code, so it cannot provide the offeree board’s required independent advice (often given by an independent financial adviser, or IFA). The concept is derived from the Code and Panel practice, not from legislation or case law. The Panel decides independence case by case and must approve the appointment.
An adviser will be disqualified where its independence is compromised, including where it:
- Is in the same group as the offeror’s financial or other professional adviser (including its corporate broker); or
- Has a significant interest in, or a material financial connection with, the offeror or the offeree that creates a conflict of interest (for example, meaningful shareholdings, contingent or success-based fees, retainers or recent mandates/relationships).
Across England & Wales, Scotland and Northern Ireland, usage and effect are consistent under the UK Takeover Code. In Ireland, the Irish Takeover Rules apply a similar test, with the Irish Takeover Panel assessing whether an adviser is sufficiently independent to give Rule 3 advice by reference to comparable conflict and connection factors.
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 Practice Notes about Disqualified adviser
PRACTICE NOTES
Employing disqualified workers: criminal liability, corporate liability, investigations, prosecutions and sentencing under IANA 2006 s 21 (England and Wales)
This Practice Note sets out a summary of the key criminal offences linked to illegal working and considers practical issues when managing a criminal investigation and prosecution. For details on the civil penalty framework for illegal working, see Practice Note: Illegal working: dealing with a civil penalty. The scope of this Practice Note is limited to the law in England and Wales. While the primary focus is prosecution under section 21 of the Immigration, Asylum and Nationality Act 2006 (IANA 2006), for guidance on additional illegal working offences, see Other offences below. Be aware that the illegal working regime, including IANA 2006, s 21, is scheduled to be widened to include alternative working models that previously sat outside its reach, pursuant to a clause in the Border Security, Asylum and Immigration Bill. See: LNB News 08/05/2025 41... Offence of employing an illegal worker—overview The principal illegal working offence appears in IANA 2006, s 21. From 12 July 2016, an employer commits this offence by employing an individual whilst...
21 May
Read More 
PRACTICE NOTES
UK Takeover Code Rule 3: Independent financial advice—offeree and offeror; adviser independence, conflicts and disqualification; disclosure obligations (Rules 23.2, 25.2); Panel guidance including Practice Statement 21
This Resource Note summarises the principal provisions of Rule 3 of the City Code on Takeovers and Mergers (the Code), addressing the obligation on the offeree’s board (and, in certain situations, the offeror) to obtain suitably qualified, independent advice on the financial terms of an offer. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and related resources, to provide practical direction on the interpretation and application of Rule 3. Materials addressed in this Resource Note include, among others: the detailed notes accompanying the Code (Notes), which elaborate on how the Rules are intended to be implemented, together with relevant Appendices dealing with particular, specific issues where relevant Practice Statements from the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive normally interprets and applies the Code in practice Panel Statements published by the Panel (P/S) and Panel Instruments, as appropriate ...
21 May
Read More 
