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

“It really is saving us a huge number of hours over the days, weeks and months. Having more relevant support at hand, not having to draft or review documents them from scratch - it all adds up.”

Southampton FC

Access all documents on Pac-Man defence

Pac-Man defence meaning

What does Pac-Man defence mean?
An offeree company’s hostile takeover defence in which it retaliates by making its own takeover offer for the original bidder (the offeror). The expression is market terminology rather than a defined statutory or case law concept, but is widely used in UK and Irish takeover practice. In the UK (England & Wales, Scotland and Northern Ireland), a Pac-Man defence is governed by the Takeover Code. Any counter-offer must comply with the Code’s announcement, financing (cash confirmation), disclosure and timetable requirements, and may amount to a frustrating action under Rule 21.1, usually requiring prior shareholder approval and consultation with the Panel on Takeovers and Mergers. In Ireland, the Irish Takeover Rules and the Irish Takeover Panel impose broadly equivalent constraints. Key legal and practical features include the need for credible funding, careful management of directors' duties and conflicts, potential merger control and other regulatory clearances, and full market disclosure. The tactic is uncommon and high-risk, but can deter a hostile bidder, drive a negotiated outcome or a recommended merger, or secure improved terms for target shareholders. Usage and legal treatment are broadly consistent across the UK and Ireland, subject to the respective Takeover Code/Rules and company law requirements.
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 News about Pac-Man defence

NEWS
UK Local Government Weekly: Social Care Direct Payments, Rent Repayment Defences, Procurement Privilege Waiver, A38 DCO JR, Welsh Language Scheme Ruling, and Policy Updates (DfE, DHSC, Elections) (24 October 2024)

In this issue Social care Social housing Public procurement Planning Judicial review Education Healthcare Governance Daily and weekly news alerts New and updated content Social care Direct payments representative not a standard authorisation of property and affairs deputyship—Lumb (SSB) v NHS Humber and North Yorkshire ICB Managing direct payments from a personal health budget as a ‘representative’ under the National Health Service (Direct Payments) Regulations 2013 does not sit within the usual authorisations of a property and affairs deputyship. A health body may appoint a property and affairs deputy as ‘representative’ under regulation 5(4), yet that role extends beyond the remit of a standard deputyship appointment. Likewise, the functions of a ‘nominee’ under the 2013 Regulations are not encompassed by standard deputyship powers. The Court of Protection can, however, make a targeted appointment granting a deputy authority specifically to oversee direct payments in line with the 2013 Regulations. A case manager is an...

Read More Right Arrow
NEWS
UK public law weekly: Procurement Act 2023 rollout, judicial review guide and key rulings, Brexit SIs, treaty and SI scrutiny, ECHR position, Public Office (Accountability) Bill, FOI/RPSI/IPT decisions

In this issue: Public procurement Judicial review Brexit highlights Brexit SIs Post-Brexit transition guidance Constitutional and administrative law Equality and human rights State accountability and liability Information law Other public law news New and updated content Dates for your diary Trackers Useful information Public procurement Procurement Act 2023—key developments since the ‘go live’ From 24 February 2025, the principal provisions of the Procurement Act 2023 (PA 2023) took effect. Procurements started on or after that date are subject to PA 2023. Procurements initiated beforehand remain under the prior regime, namely the Public Contracts Regulations 2015 (SI 2015/102), the Utilities Contracts Regulations 2016 (SI 2016/274), the Concession Contracts Regulations 2016 (SI 2016/273), and the Defence and Security Public Contracts Regulations 2011 (SI 2011/1848). Our analysis sets out key points and developments a little over six months after the PA 2023 ‘go‑live’, together with market insight and reflections from several of...

Read More Right Arrow
NEWS
UK employment and immigration weekly: election manifestos, key ET/EAT rulings, Scotland equality duty changes, EU Talent Pool, TUPE update and dates for your diary—20 June 2024

In this issue: Horizon scanning Labour manifesto—principal immigration policies Green Party manifesto—headline employment pledges Status and categories of workers Cross-border, international and jurisdictional matters Prohibited behaviour Employee grievances Redundancy Immigration Scotland—Public Sector Equality Duty Daily and weekly news alerts IRLR highlights—July 2024 Dates for your diary Trackers New Q&As Horizon scanning Labour manifesto—key employment pledges The Labour Party has released its manifesto ahead of the General Election scheduled for 4 July 2024...

Read More Right Arrow

View the related Practice Notes about Pac-Man defence

PRACTICE NOTES
2022 appeal round-up and tracker: key civil litigation decisions and forthcoming Supreme Court cases (England and Wales)

Practice Note This Practice Note consists of two strands created to help dispute resolution practitioners remain up to date with developments in case law that affect their field, or which influence civil litigation procedure more generally: selected forthcoming appeals to the Supreme Court are highlighted below; see Key forthcoming appeals to the Supreme Court—2022 summaries of significant appeal decisions in England and Wales (ie rulings of the Court of Appeal and Supreme Court and, where appropriate, certain judgments of the Competition Appeal Tribunal, Judicial Committee of the Privy Council, Court of Justice of the European Union), and ECtHR, which we have covered; see: Key forthcoming appeal cases—2022 You can navigate this content using the table of contents in the left-hand margin. Alternatively, search this tracker using [CTRL]+[F]. This material is not intended to be a comprehensive register of every appeal or major decision relevant to dispute resolution practitioners. Key forthcoming appeals to the Supreme Court—2022 Tort and negligence ...

Read More Right Arrow
PRACTICE NOTES
City Code on Takeovers and Mergers Rule 31 (pre-5 July 2021): offer timetable, no extension statements, final day rule, offeree announcements after Day 39, and Panel guidance [Archived]

This archived Resource Note summarises the principal provisions of the iteration of Rule 31 of The City Code on Takeovers and Mergers (the Code) that applied to firm offers announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For details of the version of Rule 31 relevant to firm offers announced before 5 July 2021, see Resource Note: Takeover Code—Rule 31—Timing of the offer... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), offering informal guidance on the Executive’s usual interpretation and application of the Code Panel Statements (P/S) and Panel Instruments published by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee Annual Reports from the Panel discussing general matters (Annual Reports) relevant Lexis+® UK resources 2021 changes to the Code In March 2021, the Panel...

Read More Right Arrow
PRACTICE NOTES
2019 civil litigation appeals tracker: key UK appellate courts and CJEU decisions, plus forthcoming appeals

ARCHIVED: This Practice Note has been archived and is not maintained Keeping abreast of case law that shapes a practitioner’s specialism, or influences civil litigation procedure generally, is a persistent challenge for those working in dispute resolution. This Practice Note distils the leading appeal authorities—decisions of the Court of Appeal and Supreme Court, and, where relevant, selected judgments of the Court of Justice of the European Union (CJEU)—that we have reported, giving users straightforward access to those rulings. Use the table of contents in the left margin to browse, or locate items quickly with [CTRL]+[F]. It also sets out a selection of forthcoming appeals, where known, to aid horizon scanning. The material is not intended to be a comprehensive catalogue of every appeal and/or significant decision for dispute resolution practitioners. Key forthcoming appeal cases—2019 Terminating contracts—frustration Canary Wharf (BP4) T1 Ltd v European Medicines Agency [2019] EWHC 921 (Ch)—Court of Appeal: permission to appeal granted in the lower court...

Read More Right Arrow