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Jurisdiction(s):
United Kingdom
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Key definition
Dawn raid definition

What does Dawn raid mean? In public M&A practice, a dawn raid is a rapid programme of share purchases executed as the market opens by a prospective offeror to build a toehold stake in a listed offeree before any takeover approach is announced. It is a descriptive market term, not defined in legislation or case law. Used particularly in hostile or competitive bid situations, it aims to accumulate a meaningful holding while minimising price impact and signalling risk. Key legal constraints include: the UK Takeover Code (Panel on Takeovers and Mergers) and the Irish Takeover Rules, notably the Rule 9 mandatory offer threshold at 30%...

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FCA dawn raids in the UK: grounds, powers, search warrants, compelled interviews, penalties and legal professional privilege—key information

Practice notes
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This Practice Note explains what the financial conduct authority (fca) is, why it might execute a raid, the scope of its powers, and what happens if you do not co-operate during a raid.

What is the FCA?

The FCA supervises financial services firms operating in the United Kingdom that provide services to consumers. It also works to preserve the integrity of the United Kingdom’s financial markets. The FCA concentrates on overseeing firms across the retail and the wholesale financial services sectors. The Prudential Regulation authority (PRA) regulates PRA-authorised firms (principally deposit takers, designated investment firms and insurers). The FCA further has an Enforcement Department that employs a broad suite of criminal, civil and regulatory powers to protect consumers and to take action against firms or individuals that fail to meet the FCA’s standards.

What is a dawn raid?

A dawn raid is an unannounced visit to premises by the FCA (and other investigative bodies) to enter and search those premises.

Main reasons for an FCA raid

The FCA has specific powers to conduct criminal investigations into insider dealing, market manipulation, and misleading statements and practices, as well as breaches of the 'general prohibition' (ie carrying on authorised business while unauthorised).

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Michael Potts
Michael Potts

Michael is a specialist in the defence of corporate and financial crime and regulatory investigations and prosecutions. He has represented senior executives and other professionals in many high-profile domestic and international investigations and prosecutions conducted by the SFO, FCA, NCA and other prosecution/regulatory agencies.Michael regularly advises and represents senior financial services personnel facing FCA/PRA and other regulator investigations and disciplinary action. He also advises and represents high-net-worth individuals facing revenue investigations and potential prosecutions.Michael has also been extensively involved in advising clients facing financial and trade sanctions both domestically and globally with experience of sanctions regimes in a range of countries. His most recent experience includes representing high-net-worth individuals that are the subject of sanctions imposed by OFAC, OFSI and the Minister for External Relations and Financial Services (Jersey), including challenging the ‘designated’ status of a number of...

Ilana Baines
Ilana Baines

Ilana is an accomplished criminal litigation lawyer who has extensive experience defending in complex cases including bribery, corruption, money laundering, tax evasion, Account Freezing Orders, insider dealing, fraud by abuse of position, fraudulent selling and land banking.Ilana’s experience covers investigations and prosecutions brought by the Serious Fraud Office (SFO), Financial Conduct Authority (FCA), Crown Prosecution Service (CPS), HM Revenue and Customs (HMRC), The Royal Mail and National Trading Standards. She regularly advises professional clients on regulatory proceedings, including Solicitors Regulation Authority (SRA) investigations and interventions. Ilana also specialises in Restraint and Confiscation proceedings.Notable Cases:Operation Puffin: £8.7 million involving the supply of potatoes to Sainsbury’s.Operation Elveden: Represented a Sun journalist on charges of conspiracy to commit Misconduct in Public Office.Operation Cotton: FCA’s first prosecution of Land Banking, amounting to £4.3 million.SFO investigation into accounting practices at Tesco.SFO prosecution in respect of LIBOR...

Web page updated on 21/05/2026

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