Jurisdiction(s):
United Kingdom

Key definition

Long-stop date definition

What does Long-stop date mean? In M&A practice, the long-stop date is the contractual backstop by which all conditions precedent in a share purchase agreement (SPA) or asset purchase agreement (APA) must be satisfied or validly waived so that completion can occur. It is a drafting term rather than one defined by legislation or case law, and its usage is broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland. If the conditions are not met by the long-stop date, the parties commonly gain a right (often but not always mutual) to terminate the SPA/APA without completing, typically without liability other than for prior...

UK Takeover Code Rule 12: Long-stop dates for contractual offers—requirements, material authorisations, Panel consent and extensions; scheme carve-out (post-2021 reforms)

Published by a LexisNexis Corporate expert

Practice notes

This Resource Note sets out the principal provisions of Rule 12 of The City Code on Takeovers and Mergers (the Code). It signposts materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), together with Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 12.

Materials addressed in this Resource Note include:

the detailed notes to the Code (Notes), which explain the intended implementation of the rules, and the relevant Appendices covering specific matters
Panel Statements (P/S) and Panel Instruments published by the Panel
Public Consultation Papers (PCP) and Response Statements (RS) issued by the code committee
relevant Lexis+® UK resources

2021 changes to Code

In March 2021, the Panel confirmed it would proceed with amendments to the Code concerning the treatment of offer conditions and the offer timetable. For firm offers announced before 5 July 2021, Rule 12.1 required that it must be a term of the offer that it would lapse (a) if there was a phase 2 reference to the Competition and Markets Authority (CMA) or (b) if the European Commission (Commission) initiated phase...

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Web page updated on 22/05/2026

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