City Code on Takeovers and Mergers
Encyclopedia
The City Code on Takeovers and Mergers (2009) is a binding set of rules that apply to listed companies in the United Kingdom
, such as those trading on the London Stock Exchange
. Many of its provisions are mirrored in the EU Takeover Directive 2004/25/EC.
United Kingdom
The United Kingdom of Great Britain and Northern IrelandIn the United Kingdom and Dependencies, other languages have been officially recognised as legitimate autochthonous languages under the European Charter for Regional or Minority Languages...
, such as those trading on the London Stock Exchange
London Stock Exchange
The London Stock Exchange is a stock exchange located in the City of London within the United Kingdom. , the Exchange had a market capitalisation of US$3.7495 trillion, making it the fourth-largest stock exchange in the world by this measurement...
. Many of its provisions are mirrored in the EU Takeover Directive 2004/25/EC.
Contents
The Code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted.- Rule 6, Acquisitions requiring offer of a minimum level of consideration
- Rule 9, When a mandatory offer is required, and who is responsible to make it
- Rule 11, When cash or securities are required as the offer
- Rule 14, Where there’s more than one share capital class
- Rule 16, Special deals with favourable conditions
- Rule 21, Actions that could have the effect of frustrating a takeover bid require shareholder approval
- Rule 31.4, Offer to remain open for 14 days after unconditional as to acceptances
- Rule 32.3, If the offer is revised all shareholders are entitled to reconsider
- Rule 33.2, Shutting off cash underwritten alternatives
- Rule 36, For partial offers, the panel’s consent is required
- Rule 37, Regulating a company’s purchase of own securities
See also
- Mergers and acquisitions in United Kingdom lawMergers and acquisitions in United Kingdom lawMergers and acquisitions in United Kingdom law refers to a body of law that covers companies, labour, and competition, which is engaged when firms restructure their affairs in the course of business.-Company law:...
- EU Takeover Directive 2004/25/EC
- Takeover Panel
- R v Panel for Takeovers and Mergers Ex p DatafinR v Panel for Takeovers and Mergers Ex p DatafinR v Panel for Takeovers and Mergers [1987] QB 815 is a case involving UK company law and administrative law, which marked a major development in the scope of judicial review in English Law. It established that the decisions of a private body exercising public functions may be amenable to judicial...
[1987] QB 815 - Hogg v Cramphorn Ltd [1967] Ch 254
- Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821
- Imperial Group Pension Trust Ltd v Imperial Tobacco LtdImperial Group Pension Trust Ltd v Imperial Tobacco LtdImperial Group Pension Trust Ltd v Imperial Tobacco Ltd [1991] 1 WLR 589 is an English trust law case, especially relevant for UK labour law and UK company law, concerning pension funds and the implementation of a poison pill.-Facts:...
[1991] 11 ILRM 66, poison pillPoison pillA shareholder rights plan, colloquially known as a "poison pill", or simply "the pill" is a type of defensive tactic used by a corporation's board of directors against a takeover...
defence