Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Defensive definition

What does Defensive mean? Defensive (in an investment context) describes a strategy or asset allocation aimed at capital preservation and reduced volatility, accepting a lower expected return in exchange for lower risk. It is not defined in UK or Irish legislation or case law; it is a descriptive market term commonly used in investment mandates, fund prospectuses, client agreements and pension scheme documentation. Typical features include higher weightings to cash, short-dated gilts/sovereign bonds, investment‑grade credit, money market instruments and hedging, with limited exposure to equities, high‑yield or illiquid assets. The label is relevant to suitability and appropriateness assessments under FCA and Central...

Hostile Takeover Defences in the UK: Rule 21.1 Restrictions on Frustrating Action (December 2023), Directors' Duties and Permitted Tactics

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note, prepared with input from Rebecca Cousin of Slaughter and May on market practice, outlines key defensive measures an offeree might consider when faced with, or anticipating, an unwelcome takeover offer, and explores the legal and regulatory limits on taking such steps. Where a company is, or expects it may become, the subject of a takeover proposal that is, or may turn, hostile, it will often seek to employ a variety of tactics designed either to deter the offeror entirely or to prompt the offeror to enhance its terms. These defensive measures, also known as frustrating actions, are constrained by both law and the provisions of the City Code on Takeovers and Mergers (Code).

Code restrictions on frustrating action

The Code places limits on frustrating action, restricting how far an offeree can act in a way that may obstruct an offer without first securing shareholder approval or the consent of the Panel, and these constraints are especially pertinent in the context of an unwelcome takeover offer...

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Web page updated on 21/05/2026

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