Jurisdiction(s):
United Kingdom

Related legal acts

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...

Archived: UK Takeover Code Rule 12 (pre‑5 July 2021)—CMA/European Commission clearances, automatic lapsing and competition reference periods for voluntary offers and schemes

Published by a LexisNexis Corporate expert

Practice notes

This archived Resource Note summarises the key provisions of the iteration of Rule 12 of The City Code on Takeovers and Mergers (the Code) that applied to firm offers announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For details of the version of Rule 12 that applies to firm offers announced on or after 5 July 2021, see Resource Note: Takeover Code—Rule 12—long-stop date.

Materials covered in this Resource Note include:

detailed notes to the Code (Notes), expanding on how the rules are intended to be implemented, together with relevant Appendices dealing with specific issues
Panel Statements published by the Panel (P/S) and Panel Instruments
Public Consultation Papers (PCP) and Response Statements (RS) issued by the code committee
relevant Lexis+® UK resources

brexit impact

In November 2018, the Panel published consultation paper, PCP 2018/2, proposing a number of changes to the Code arising from the UK’s withdrawal from the EU. In PCP 2018/2 the Panel considered whether, following the UK’s withdrawal from the EU, the Code should be amended to remove references to phase II European Commission (Commission) proceedings, such that clearance from...

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Web page updated on 21/05/2026

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