Jurisdiction(s):
United Kingdom

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...

UK Takeover Code Rule 16: Special Deals, Management Incentivisation, Debt Syndication Information Barriers, Dual Class Shares, Panel Guidance and Independent Shareholder Approval Requirements

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Practice notes

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This Resource Note summarises the principal elements of Rule 16 of the City Code on Takeovers and Mergers (the Code) and signposts key materials, commentary and guidance from the panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to offer practical assistance on the interpretation and application of Rule 16. Materials addressed in this Resource Note comprise:

detailed notes that accompany the Code (the Notes), which elaborate on how the rules are intended to be implemented, plus relevant Appendices addressing particular issues
Practice Statements released by the Panel Executive (the body responsible for the day-to-day supervision of takeovers and regulation of the Code) (Executive), giving informal guidance on the Executive’s usual interpretation and application of the Code
Panel Statements issued by the Panel (P/S) and Panel Instruments
Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee
relevant Lexis+® UK resources

Rule 16—Setting the scene

Rule 16—Special deals and management incentivisation

Code and Lexis+® UK resources

What it covers

Rule 16 sets out the constraints placed on an offeror company: (a) when seeking to enter into any deals or arrangements with particular shareholders of the offeree company’s specific shareholders in question at issue...

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Web page updated on 21/05/2026

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