Company and commercial

Joint guidance on changes to the City Code on Takeovers and Mergers

We have joined with the City of London Law Society to draft guidance that reflects the changes to the City Code on Takeovers and Mergers.

Scope

The City Code on Takeovers and Mergers (the code) is owned by the Takeover Panel.

It reflects the collective opinion of those professionally involved in the field of takeovers as it relates to how to achieve:

  • appropriate business standards
  • fairness to shareholders
  • an orderly framework for takeovers

Statutory basis

The code has a ‎statutory basis in:

  • the United Kingdom
  • the Isle of Man
  • Jersey
  • Guernsey

The Takeover Panel will be making changes to the code in relation to the conditions to offers and the offer timetable. These will take effect on 5 July 2021.

The joint working party and specimen documents

A joint working party of the Company Law Committees of the City of London Law Society (CLLS), and the Law Society of England and Wales (Law Society) has drafted the following specimen documents to reflect the code changes:

  • a revised set of offer conditions
  • further terms of the offer
  • wording for an acceleration statement (together, the specimen documents)

The joint working party has also prepared a memorandum describing potential approaches for addressing cash confirmation exercises in light of the guidance from the Takeover Panel.

The Takeover Panel’s guidance states that financing arrangements for offers and schemes should continue beyond the stated contractual long-stop date of the offer/scheme (see the memorandum, together with the specimen documents).

The specimen documents are intended as illustrative examples. The memorandum reflects the views of the Joint Working Party.

The documents are not prescriptive or comprehensive and are not intended to be, and should not be relied upon as being, legal or regulatory advice.

Users of these documents will need to consider their contents in light of the circumstances of their particular transaction, and should consult their own advisers before using or taking any action based on the documents.

No duty of care or liability whatsoever is accepted by:

  • the CLLS
  • the Law Society
  • those involved in the preparation or approval of the documents, or
  • the firms or organisations that they represent

In addition, these organisations will not be liable to any firm, company or individual who rely on material in the documents, and no representation or warranty is made as to their accuracy, suitability or completeness.

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