Jurisdiction(s):
United Kingdom

Key definition

Takeover definition

What does Takeover mean? In legal practice, a takeover is the acquisition of control of a publicly traded company, typically by purchasing its voting shares, whether on a recommended (friendly) or hostile basis. It is usually implemented by a contractual offer to shareholders or via a court‑sanctioned scheme of arrangement. Across England & Wales, Scotland and Northern Ireland, takeovers are regulated by the UK City Code on Takeovers and Mergers (the Takeover Code), administered by the Panel on Takeovers and Mergers, which has a statutory footing under the Companies Act 2006 (Part 28). The Code applies mainly to public companies (and certain private...

UK Takeover Code Amendments (September 2011): 28-day PUSU, ban on break fees/offer-related arrangements, enhanced financing and fee disclosure, employee opinion rights, scheme timetables, curbs on virtual bids

Published by a LexisNexis Corporate expert

Practice notes

Practice Note

This Practice Note outlines the significant revisions made to the City Code on takeovers and Mergers (Code) in September 2011. The reforms chiefly sought to curb perceived tactical benefits enjoyed by certain hostile (unrecommended) bidders and to refine the conduct of offers by giving fuller regard to those affected by a takeover beyond offeree shareholders, including employees and other affected parties. This Practice Note concentrates on the principal September 2011 modifications to the Code, preserving the same focus and scope. It does not address or analyse any later changes to the Code or subsequent updates. Material amendments took effect on Monday, 19 September 2011 (Implementation Date). Putting these measures into effect, through the release of a new version of the Code (the tenth edition), followed an extensive consultation exercise initiated by The Panel on Takeovers and Mergers (Panel) in response to concerns about how the Code had been operating at the time. Those concerns were brought into the public eye by the manner in which several prominent bids were run, notably Kraft’s bid for Cadbury in 2009/10 at the relevant time...

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Web page updated on 21/05/2026

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