Guy Morgan explores the key legal and commercial issues associated with the voluntary adoption of the Takeover Code by companies that would otherwise not be subject to it.
George Foreman once joked that the referee is the most important person in the boxing ring, other than the boxers. A similar joke might be made about the UK Takeover Panel (the Panel), the regulator that acts as referee on the conduct of takeover offers in the UK.
But a strong counter-argument to those who may denigrate the value and effectiveness of the UK’s takeover regime comes from looking at those London Stock Exchange listed companies that fall outside the Panel’s jurisdiction. The Takeover Code (the Code) does not apply to all companies quoted on the AIM Market or the Main Market of the London Stock Exchange. But in an attempt to provide shareholders in these companies with similar protections, it is common for the companies to elect voluntarily to incorporate the Code, or certain aspects of it, into their constitutions.
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This article first appeared in the December 2017 issue of PLC Magazine.