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Voting rights (Code definition) meaning

What does Voting rights (Code definition) mean?
In takeover practice, this term describes the voting rights attached to a company’s share capital that count for calculating control thresholds, disclosure obligations and offer requirements at a general meeting. Under the City Code on Takeovers and Mergers (the Takeover Code), except for the purpose of Rule 11, “voting rights” means all voting rights attributable to the capital of a company which are currently exercisable at a general meeting. treasury shares are excluded. However, shares that are subject to: - a restriction on the exercise of voting rights in an undertaking or agreement by or between a shareholder and the company or a third party, or arising by law or regulation; or - a suspension of voting rights implemented by the company’s articles or otherwise, will normally still be regarded as having voting rights currently exercisable at a general meeting. This is a defined Code term, used, for example, when assessing interests in relevant securities and percentage holdings. The concept is applied consistently across England & Wales, Scotland and Northern Ireland for Code purposes. The Irish Takeover Rules adopt a substantively similar approach, but practitioners should confirm the local rulebook text when advising on Irish targets.
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View the related Practice Notes about Voting rights (Code definition)

PRACTICE NOTES
Loan sub-participation: structures, key risks, and LMA documentation for par/distressed trades (2026 updates)

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 all changes taking effect from 17 March 2026. The changes cover deletion and removal of LIBOR references, detailed amendments to IBOR rate definitions and to the Target2 definition, together with revised ERISA representations that incorporate further exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The refreshed documents are accessible exclusively to LMA members via the LMA’s Documentation Hub. Sub-participation enables a lender to pass its exposure in a loan to another entity. Within the loan market, it functions as an alternative to assignment or novation. For information on loan transfers in a lending context, see Practice Note: Introductory guide to loan transfers. This Practice Note: sets out what is meant by funded sub-participation, risk-participation and credit default swaps ...

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PRACTICE NOTES
City Code on Takeovers and Mergers: definition and application of 'dealings' - Rule 8 disclosure and Panel guidance on derivatives, options, voting rights, DLCs, securities lending, indemnities and underwriting

Dealings—Setting the scene This Resource Note explains the meaning of dealings in the City Code on Takeovers and Mergers (Code). It signposts key materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), together with Lexis+® UK analysis and tools, to provide practical help with interpreting and applying that expression. Materials referenced in this Resource Note comprise: Practice Statements from the Panel Executive (the body responsible for day‑to‑day takeover oversight and regulation) (Executive), offering informal guidance on the Executive’s usual approach to interpreting and applying the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) released by the Code Committee Annual Reports from the Panel addressing broader matters (Annual Reports) relevant Lexis+® UK resources Dealings Code and Lexis+® UK resources Code and Lexis+® UK resources are signposted to assist practical interpretation and application. Relevant discussion, commentary and guidance are highlighted here. What it...

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PRACTICE NOTES
UK public takeovers: glossary of terms from the City Code and Companies Act 2006

References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code), and references to the CA 2006 are to the Companies Act 2006. Glossary entries defined in the Definitions section at the start of the Code are flagged ‘( Code definition )’. A A Definition Acceleration statement ( Code definition ) An acceleration statement is a declaration by an offeror that brings forward the final date by which every condition to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers—Acceleration statements and acceptance conditional invocation notices. Acceptance condition A condition to an offer that specifies the minimum level of acceptances below which the offeror may choose not to proceed. Rule 10.1 requires any offer for voting equity share capital or for other transferable securities carrying voting rights to include an acceptance condition that cannot be satisfied unless the offeror has acquired or agreed...

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