The City Code on Takeovers and Mergers (Code) is the principal source of regulation governing the conduct of takeovers in the UK. The central objectives of the Code are to ensure that shareholders are treated fairly, are not denied an opportunity to decide on the merits of a takeover and to set out an orderly framework for the conduct of takeovers.
The Code is issued and administered by the Panel on Takeovers and Mergers (Panel), an independent body, established in 1968, which supervises and regulates takeovers and other matters to which the Code applies.
The Code acquired a statutory basis following the implementation in the United Kingdom of the Takeovers Directive (Directive 2004/25/EC) (Takeovers Directive) by means of Part 28 of the Companies Act 2006 (CA 2006). The rules in the Code also have a statutory basis in the Isle of Man, Jersey and Guernsey.
For further information on the Code and the Panel, see Practice Note: The Panel and the regulatory framework of takeovers.
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