Changes to the UK Takeover Code


A number of important changes have been made recently to the UK Takeover Code (the “Code”) by The Panel on Takeovers and Mergers (the “Panel”). The changes follow a lengthy public consultation by the Panel in the wake of the Kraft-Cadbury takeover. The changes to the Code, which have been discussed in previous DechertOnPoint publications (see publications dated October 2010 and April 2011), took effect on 19 September 2011. 17 October 2011 was expected to be a watershed under the revised Code (for the reasons summarised below), with the stated intention of protecting target companies from a prolonged “bear-hug” by (possibly unwelcome) bidders. Whilst it is still early days, in this briefing we consider whether the changes—in practice—are closer to a sheep in wolf’s clothing.

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