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United Kingdom
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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...

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Competition issues in UK public takeovers: jurisdiction, CMA and EU merger control, remedies, Takeover Code conditions and offer timetable suspensions post-Brexit

Practice notes
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Preliminary considerations

At the very start of an offer process, a bidder or would‑be bidder must carefully assess how competition law may affect the timetable and the way the offer is run.

Preliminary issues will include, among others:

  • identifying the relevant competition authority with jurisdiction
  • settling the merger control conditions to include; these will be set or guided by the applicable merger control rules and obligations under the Takeover Code (Code), though approach and strategy can also influence them
  • deciding the scope and standard of information that the bidder can reasonably expect from the target, and how far it will assist with the regulatory process; this will often turn on whether the bid is recommended or hostile and the chance of a rival bidder appearing

Which competition authority has jurisdiction?

Despite the close of the Brexit transition on 31 December 2020 (IP completion day), the EU merger control system continues to apply to UK undertakings—much as for any undertaking operating globally, where a deal meets the EUMR jurisdictional thresholds, approval from the European Commission (Commission) is required prior to completion. The sole changes after IP completion day are that: (i) revenue earned in the UK will...

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Web page updated on 21/05/2026

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