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 3: Independent financial advice—offeree and offeror; adviser independence, conflicts and disqualification; disclosure obligations (Rules 23.2, 25.2); Panel guidance including Practice Statement 21

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Practice notes

This Resource Note summarises the principal provisions of Rule 3 of the City Code on Takeovers and Mergers (the Code), addressing the obligation on the offeree’s board (and, in certain situations, the offeror) to obtain suitably qualified, Independent advice on the financial terms of an offer. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and related resources, to provide practical direction on the interpretation and application of Rule 3. Materials addressed in this Resource Note include, among others:

the detailed notes accompanying the Code (Notes), which elaborate on how the Rules are intended to be implemented, together with relevant Appendices dealing with particular, specific issues where relevant
Practice Statements from the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive normally interprets and applies the Code in practice
Panel Statements published by the Panel (P/S) and Panel Instruments, as appropriate
Public Consultation Papers (PCP) and Response Statements (RS) issued by the Code Committee
the Panel’s Annual Reports containing discussion of general issues (Annual Reports)
relevant Lexis+® UK resources for further reference and use

Rule 3—Setting the

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Web page updated on 21/05/2026

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