International equivalents
| Nation | Panel |
|---|---|
 Australia | Australian Takeovers Panel |
 Ireland | Irish Takeover Panel [27] |
 New Zealand | Takeovers Panel [28] |
 Sweden | Swedish Securities Council (Swedish : Aktiemarknadsnämnden ) [29] |
| The Takeover Panel | |
| Agency overview | |
|---|---|
| Formed | 1968 |
| Jurisdiction | United Kingdom |
| Headquarters | London, EC4 |
| Employees | 26 |
| Agency executive |
|
| Website | www |
The Panel on Takeovers and Mergers, or more commonly The Takeover Panel, is the United Kingdom's regulatory body charged with the administration of The Takeover Code.
It was set up in 1968 and is located in London, England.
Its role is to ensure that all shareholders are treated equally during takeover bids. Its main functions are to issue and administer the City Code on Takeovers and Mergers (the "Code") and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids.
The Panel is a statutory body under Chapter 1 of Part 28 (sections 942 to 965) of the Companies Act 2006 as amended by The Companies Act 2006 (Amendment of Schedule 2)(No 2) Order 2009. It has established a reputation for giving informed advice in an expert area of regulatory activity. It is the de facto arbiter of takeover bids and has the support of government and other organisations with statutory involvement.
The European Takeovers Directive mandates that the Panel is put on a statutory footing. This was completed in the Companies Act 2006. [1]
Whenever a transaction is made on the LSE or other London-based exchange that is greater than £10,000, the details of the transaction are passed on to the panel for their evaluation, and a levy is charged of (currently) £1.00 on the transaction, which goes to the panel as payment (known as the "PTM levy"). [2]
It was decided in R v Panel on Take-overs and Mergers, ex p Datafin plc that decisions of this panel are subject to judicial review, even though it was at that time (i.e., in 1986) only a private body. This was due to its "enormous power" and "giant's strength". [3] As The Panel is now a statutory footing, its decisions can now be reviewed even without referring to this case.
The Takeover Panel has been led by the following individuals since inception:
| Nation | Panel |
|---|---|
| Australia | Australian Takeovers Panel |
| Ireland | Irish Takeover Panel [27] |
| New Zealand | Takeovers Panel [28] |
| Sweden | Swedish Securities Council (Swedish : Aktiemarknadsnämnden ) [29] |
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
In business, a takeover is the purchase of one company by another. In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.
The Financial Times Stock Exchange 100 Index, also called the FTSE 100 Index, FTSE 100, FTSE, or, informally, the "Footsie", is a stock market index of 100 of the most highly capitalised blue chip companies listed on the London Stock Exchange.
Wasserstein Perella & Co. was a boutique investment bank established by Bruce Wasserstein, Joseph R. Perella, Bill Lambert, and Charles Ward in 1988, former bankers at First Boston Corp., until its eventual sale to Dresdner Bank in 2000 for some $1.4 billion in stock. The private equity business of the investment firm was not included in the sale and was to be sold off to existing Wasserstein shareholders.
Allergan, Inc. was an American global pharmaceutical company focused on eye care, neurosciences, medical dermatology, medical aesthetics, breast enhancement, obesity intervention and urologics. Allergan, Inc. was formed in 1948, incorporated in 1950 and became a public company in 1970. It ceased operation in 2015 when it was acquired by Irish-based Actavis plc, who then renamed the group as Allergan plc.
Nathaniel Philip Victor James Rothschild, 5th Baron Rothschild , is a British-born financier who settled in Switzerland and is a member of the Rothschild family. He is the chairman of Volex plc, a UK-listed manufacturer. He has a wide range of international business interests.
Sir Philip Roy Hampton is a British businessman. He was the first chairman of UK Financial Investments Limited in 2008 and chairman of government-owned The Royal Bank of Scotland Group between 2009 and 2015. He has also chaired GlaxoSmithKline and J Sainsbury.
Informa plc is a British publishing, business intelligence, and exhibitions group based in London, England. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index.
The Companies Act 2006 is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.
London Stock Exchange Group plc is a United Kingdom-based stock exchange and financial information company headquartered in the City of London, England. It owns the London Stock Exchange, Refinitiv, LSEG Technology, FTSE Russell, and majority stakes in LCH and Tradeweb.
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
Mergers 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.
Directors' duties are a series of statutory, common law and equitable obligations owed primarily by members of the board of directors to the corporation that employs them. It is a central part of corporate law and corporate governance. Directors' duties are analogous to duties owed by trustees to beneficiaries, and by agents to principals.
Wachovia was a diversified financial services company based in Charlotte, North Carolina. Before its acquisition by Wells Fargo and Company in 2008, Wachovia was the fourth-largest bank holding company in the United States, based on total assets. Wachovia provided a broad range of banking, asset management, wealth management, and corporate and investment banking products and services. At its height, it was one of the largest providers of financial services in the United States, operating financial centers in 21 states and Washington, D.C., with locations from Connecticut to Florida and west to California. Wachovia provided global services through more than 40 offices around the world.
In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer made by one company to purchase some or all outstanding shares of another company, as required by securities laws and regulations or stock exchange rules governing corporate takeovers. Most countries, with the notable exception of the United States, have provisions requiring mandatory offers.
The Takeover Code, or more formally The City Code on Takeovers and Mergers, 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.
European organisational law is a part of European Union law, which concerns the formation, operation and insolvency of public bodies, partnerships, corporations and foundations in the entire European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a Societas Europaea (SE), which allows a company to operate across all member states.
The Takeover Directive2004/25/EC is an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the information companies must give to the public about the bid. The most controversial provision, which eventually was made optional, was the requirement of the board of directors of a target company to be neutral in the bid process.
BTG Limited is an international specialist healthcare company that is developing and commercialising products targeting critical care, cancer and other disorders. The current name was adopted when the British Technology Group changed its name on 27 May 1998. BTG was a constituent of the FTSE 250 Index until it was acquired by Boston Scientific in August 2019.
Robey Warshaw LLP is a boutique investment bank based in London. The firm was founded in 2013 and is led by investment bankers Sir Simon Robey, Philip Apostolides, and Simon Warshaw.
| International | |
|---|---|
| National | |
