Jurisdiction(s):
United Kingdom

Related legal acts

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...

Share plans in takeovers of UK quoted companies by scheme of arrangement: treatment, Rule 15 letters, plan and articles amendments, SIP/SAYE implications

Published by a LexisNexis Share Incentives expert

Practice notes

Overview of key issues

The principal matters addressed in this Practice Note are set out below:

why equity incentives are a central consideration on a takeover implemented by a scheme of arrangement
the differing effects that a scheme of arrangement can produce, which depend on the categories of awards granted under the target group’s share plans
the situations in which it may be appropriate to amend the target group’s share plan rules and/or the target company’s articles of association to manage incentives over the target’s shares as part of the transaction
the issues and questions that may arise where the relevant provision of the target group’s share plan rules refers to a scheme for the purposes of that company’s reconstruction or amalgamation
the information that ought to be included in scheme-specific documents and materials, such as the scheme document and the witness statement, and
which party would ordinarily draft the proposal letters to participants in the share plans operated by the target group (as required by Rule 15 of the UK City Code on Takeovers and Mergers, if applicable)—see Precedent: Rule 15 letter—general offer

Further general technical and practical guidance on...

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Sarah Ferguson

Bird & Bird

Sarah Ferguson is a Partner at Bird & Bird, based in the London office and specialising in incentives. Her particular focus is advising on the establishment and operation of employee share plans (both in the UK and internationally), including tax-favoured enterprise management incentive (EMI) option plans, long-term incentive plans (LTIPs), tax-advantaged company share option plans (CSOPs), share incentive plans (SIPs) and sharesave (SAYE) plans. Sarah has almost 15 years' experience of advising both listed and private companies on their executive remuneration and all-employee incentive structures, including the design, implementation and operation of share-based and cash-based plans, their global implementation, related trust and tax work, and support on large cross-border transactions.Sarah joined Bird & Bird in September 2023, having previously worked at DLA Piper (as a legal director for 3 years), Tapestry Compliance LLP (as a senior associate for over 5 years), Slaughter and May (as a...

Nicky Griffin

Pinsent Masons

Nicky is a senior practice development lawyer as Pinsent Masons. She qualified with a Magic Circle firm in 1993 and specialises in employee incentives and executive remuneration, working with a board range of clients from FTSE 100 companies to small owner-managed businesses. Nicky has been a practice development/knowledge lawyer since 2007, prior to that she was a partner and head of the share plans team at Olswang (now part of CMS). She has been ranked as a leading lawyer in share plans in the main legal directories and noted for her work on corporate governance and executive remuneration....

Web page updated on 21/05/2026

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