Takeovers - response to consultation and Takeover Code amendments

The Code Committee of the Takeover Panel has published its response to a recent consultation on certain aspects of the regulation of takeover bids. The response gives details of the amendments to be made to the Takeover Code with the aim of increasing the protection for offeree companies and strengthening their position. The changes include:

  •     increasing the protection for offeree companies against protracted “virtual bid” periods, i.e. a situation where a potential offeror announces that it is considering making an offer without committing itself to do so;
  •     requiring potential bidders to be identified at the start of an offer period;
  •     strengthening the position of offeree companies by prohibiting inducement fees and other offer-related arrangements other than in certain limited cases;
  •     requiring the disclosure of estimated aggregate fees and expenses expected to be incurred in relation to an offer;
  •     providing greater recognition of the interests of offeree company employees.

The changes to the Takeover Code will take effect on 19 September 2011. For further information, please visit


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