TRW & Co · Corporate & Commercial
Takeover Lawyers in London
Takeover lawyers London bidders, target boards and shareholders instruct run public acquisitions under the Takeover Code: a tightly timed, highly public process built around equal treatment of shareholders. Since February 2025 the Code covers a narrower group of companies, and a 2026 Panel consultation proposes further changes, so the starting questions have shifted.
Key pointUK targets generally cannot agree break fees or exclusivity with a bidder, so deal certainty comes from irrevocable undertakings, certain-funds financing and a well-chosen structure rather than from contractual protection.
At a glance
Narrower Code jurisdiction
Since 3 February 2025 the Code covers UK, Channel Islands and Isle of Man companies traded on UK markets, with transition ending 3 February 2027.
28-day put up or shut up
Once publicly identified, a potential bidder has until 5.00 pm on the 28th day to announce a firm offer or withdraw, unless extended.
30% mandatory offer trigger
Acquiring an interest in 30% or more of voting rights, with concert parties, obliges a cash offer to all shareholders under Rule 9.
Schemes need 75% by value
A scheme requires a majority in number representing 75% in value of those voting at the court meeting, then court sanction.
Day 60 deadline for offers
For a contractual offer, all conditions must be satisfied or waived by midnight on Day 60, unless the Panel extends or suspends the timetable.
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What public takeovers involve in the UK
A public takeover is the acquisition of control of a company whose shares are traded on a public market, such as the Main Market or AIM of the London Stock Exchange. The takeover lawyers London bidders, target boards and major shareholders instruct guide them through a process that is more regulated, more public and more time-critical than a private acquisition. Every step, from the first approach to the final squeeze-out, is shaped by the Takeover Code.
The main difference from private M&A is that the bidder is not dealing with a single seller. It is making an offer to all shareholders, often hundreds or thousands of them, under rules that guarantee them equal treatment, adequate information and the chance to decide on the merits. The target's board cannot simply agree a deal and sign it; it must give shareholders its view and let them decide.
The work therefore combines company law, securities regulation, market abuse rules, merger control, national security screening and, often, financing. For the private-company equivalent, see our mergers and acquisitions page.
The legal and regulatory framework
The Takeover Panel and the Code
The Panel on Takeovers and Mergers administers the Takeover Code. The Code has a statutory footing under Part 28 of the Companies Act 2006, and the Panel can make rulings, give directions and seek court enforcement. In practice, its Executive is consulted continually during a bid and its interpretation of the Code is decisive.
The Code is built on six General Principles, including equal treatment of shareholders of the same class, sufficient time and information for shareholders to decide, and a prohibition on the target's board frustrating a bid without shareholder approval. Its rules then translate those principles into detailed timetable, disclosure and conduct requirements.
Which companies the Code covers after the 2025 reforms
On 3 February 2025 the Panel narrowed the Code's jurisdiction. It now applies to companies registered in the UK, the Channel Islands or the Isle of Man whose securities are admitted to trading on a UK regulated market, a UK multilateral trading facility such as AIM, or a stock exchange in the Channel Islands or the Isle of Man, and to companies that met that test at any time in the previous two years. The old "residency test" for unlisted public companies was abolished.
Companies that fell outside the new test, such as unlisted public companies and those traded only on overseas markets, benefit from a two-year transition that ends on 3 February 2027. Takeover lawyers London clients use should check the target's status at the outset, because it decides whether the Code applies at all.
Company law: schemes and squeeze-out
Most recommended UK bids are implemented by a scheme of arrangement under Part 26 of the Companies Act 2006. Under section 899, a scheme requires approval by a majority in number representing 75% in value of the members (or class) present and voting at a court-convened meeting, followed by the court's sanction. Once effective, it binds every shareholder.
A contractual offer instead relies on shareholders accepting. If the bidder obtains 90% of the shares to which the offer relates, section 979 allows it to compulsorily acquire the rest; remaining shareholders have a matching right to be bought out.
Other regulators
A bid may also need clearance from the Competition and Markets Authority, a notification under the National Security and Investment Act 2021 where the target operates in a sensitive sector, FCA or PRA change-in-control approval for regulated targets, and foreign merger or investment approvals. The UK Market Abuse Regulation governs inside information and insider dealing throughout. Our merger control and NSIA teams handle those workstreams.
Changes in progress
In July 2026 the Panel's Code Committee consulted (PCP 2026/1) on miscellaneous amendments, including a presumption that shareholders entering voting agreements with directors act in concert with them, a wider definition of reverse takeover, and clarification of when frustrating-action restrictions end after an approach is rejected. The consultation closed on 2 October 2026; check whether final rules have been published before relying on the current text.
Offer or scheme: the structural choice takeover lawyers London bidders face
The choice between a contractual offer and a scheme of arrangement drives the timetable, the approval threshold and the bidder's control of the process.
| Feature | Contractual offer | Scheme of arrangement |
|---|---|---|
| Who drives it | Bidder, by sending an offer document to shareholders | Target, by proposing the scheme to its shareholders and the court |
| Approval threshold | Acceptances over 50% of voting rights to gain control; 90% of offer shares for squeeze-out | Majority in number representing 75% in value of those voting, plus court sanction |
| Result | Full ownership only after squeeze-out | 100% ownership on the effective date |
| Hostile bids | Suitable | Generally needs board support |
| Timetable control | Code timetable built around Day 60 | Set by shareholder meetings and court hearings; can be quicker to complete |
| Flexibility to change | Acceptance condition can be lowered, subject to the Code | Changes may require fresh meetings or court involvement |
Schemes dominate recommended deals because they deliver certainty of 100% ownership in a single step. Offers remain the route for hostile or contested situations, and can be attractive where the bidder wants to keep the option of declaring the offer unconditional at a lower acceptance level.
Key decisions for bidders, targets and shareholders
The approach and secrecy
A bidder normally approaches the target board privately, often with an indicative price. Rule 2 imposes strict secrecy: if there is a leak, rumour or untoward share price movement, an announcement is required, which starts an "offer period" and public scrutiny before either side may be ready. Takeover lawyers London bidders instruct will limit the circle of insiders and prepare a holding announcement in advance.
The put up or shut up deadline
Once a potential bidder is publicly identified, Rule 2.6 gives it until 5.00 pm on the 28th day to announce a firm offer under Rule 2.7 or to walk away. The Panel will normally extend the deadline at the target board's request, which gives a supportive board leverage over the timetable.
Stakebuilding and the mandatory offer
Buying shares before or during a bid has consequences. Under Rule 9, a person who, with its concert parties, acquires an interest in shares carrying 30% or more of the voting rights must make a cash offer to all shareholders, generally at the highest price paid in the preceding period. Purchases can also set a floor price for the offer and trigger disclosure obligations, and they must avoid insider dealing.
Certain funds and cash confirmation
A bidder may only announce a firm offer once it can fund it. Where the offer includes cash, the offer document must contain a cash confirmation from an appropriate third party, usually the bidder's financial adviser, that sufficient resources are available. Acquisition finance must therefore be on a certain-funds basis before the Rule 2.7 announcement.
Deal protection
Unlike private M&A, UK targets generally cannot agree break fees, exclusivity or similar offer-related arrangements with a bidder; Rule 21.2 prohibits them, with limited exceptions. Bidders therefore rely on irrevocable undertakings from major shareholders and directors to support the deal.
In a UK takeover, certainty comes from shareholders, not from contracts with the target: irrevocables and certain funds matter more than any break fee.
The takeover timetable step by step
- Preparation. The bidder appoints financial and legal advisers, prepares due diligence requests, arranges certain-funds financing and maps clearances. Inside information is tightly controlled.
- Approach and due diligence. The bidder makes a private approach. If the board is willing to engage, limited due diligence follows under a confidentiality agreement and standstill.
- Possible offer announcement. If a leak occurs or the parties choose to go public, a Rule 2.4 announcement identifies the bidder and starts the 28-day put up or shut up period.
- Firm offer announcement. The bidder announces a firm intention to make an offer under Rule 2.7, with price, conditions and cash confirmation in place.
- Offer or scheme document. The offer document, or the scheme circular, is published, normally within 28 days of the firm announcement, with the target board's recommendation and its independent adviser's view.
- Shareholder decision. Shareholders accept the offer or vote at the court and general meetings. Opening Position and Dealing Disclosures are made throughout by those with 1% or more.
- Clearances. Merger control, NSIA and regulatory approvals are obtained. For offers, conditions must be satisfied or waived by Day 60 unless the timetable is extended or suspended for outstanding clearances.
- Completion. The court sanctions the scheme, or the offer becomes unconditional; the target is delisted, re-registered as private and, for offers, any minority is squeezed out.
The target board's duties during a bid
Directors of a target remain bound by their duties under the Companies Act 2006, including the duty to promote the success of the company. The Code adds specific obligations, and takeover lawyers London boards rely on will advise on both.
- Independent advice. Under Rule 3 the board must obtain competent independent advice on whether the offer is fair and reasonable and make that advice known to shareholders.
- No frustrating action. Under Rule 21.1, once an approach is received or an offer period begins, the board must not, without shareholder approval, take action that may frustrate a bid, such as issuing shares or making material disposals outside the ordinary course.
- Equality of information. Information given to one bidder must, on request, be given to a competing bona fide bidder.
- Board circular. The board must publish its opinion on the offer and its effects, including on employees and pension schemes.
Conflicts are common: management who will roll over equity into the bidder, or directors linked to a major shareholder, must be identified and excluded from the independent committee. Our corporate governance team advises boards on these issues.
Documents and evidence to assemble
- Announcements. Possible offer and firm offer announcements, drafted to Code requirements and verified line by line.
- Offer or scheme document. The full terms, conditions, financing, bidder intentions on employees, locations and pensions, and financial information on both parties.
- Cooperation agreement. For recommended deals, covering clearances and employee incentive arrangements, within the limits of Rule 21.2.
- Irrevocable undertakings. Signed by directors and major shareholders, with clear terms on whether they fall away if a higher offer emerges.
- Financing documents. Certain-funds facility agreements and interim facility arrangements supporting the cash confirmation.
- Verification and responsibility. Notes verifying every material statement, and responsibility statements from directors who accept responsibility for the documents.
- Insider and dealing records. Insider lists under the Market Abuse Regulation and records supporting Rule 8 disclosures.
Risks and common mistakes
A leak forces an early announcement
Rumours or an unexplained share price movement can force a possible offer announcement before the bidder has finalised its price, financing or diligence, starting the 28-day clock. Advisers should prepare a leak announcement from day one, keep the insider list short, and monitor the share price. A bidder caught unready may have to walk away and accept the restrictions on returning to the target that follow a statement of no intention to bid.
Concert parties trip the mandatory offer threshold
The Code treats persons acting together to obtain or consolidate control as acting in concert, and their interests are aggregated. Founders, family members, funds and their related entities can be presumed to be in concert. An acquisition that seems small in isolation can take a group to 30% and trigger a mandatory cash offer. Map concert parties before dealing and consult the Panel early if a dispensation or whitewash is needed.
Statements that bind the bidder
Public statements made during a bid, such as "we will not increase our offer" or statements of intention about employees and locations, can bind the bidder. A no-increase statement normally prevents a later increase, and post-offer undertakings are enforceable. Every public statement, including those to the press or on social media, should be reviewed by the takeover lawyers London teams advising on the deal before it is made.
Underestimating regulatory clearances
NSIA mandatory filings, merger control in several jurisdictions and sector regulators can each add months. Conditions must be framed carefully, the long-stop date set realistically, and the Panel consulted on suspension of the timetable. Bidders from outside the UK, including state-linked investors, should expect closer national security scrutiny and plan remedies early.
Mishandling management incentives
Arrangements to retain management after the deal can amount to special deals with favourable conditions for some shareholders. The Code requires them to be disclosed and, in some cases, approved by independent shareholders and confirmed as fair by the independent adviser. Negotiating management terms too early, or without the Panel's involvement, can delay the bid and taint the independence of the board's recommendation.
Before acquiring any shares in a potential target, map your concert parties, existing interests and any derivatives. A modest purchase can trigger disclosure, set a minimum offer price or, at 30%, oblige you to make a mandatory cash offer for the whole company.
Cross-border bids: Bangladesh, the EU, the Gulf, Singapore and China
Many UK bids involve overseas bidders, foreign shareholders or targets with assets abroad. Takeover lawyers London-based overseas bidders instruct must coordinate the Code timetable with approvals in other jurisdictions.
Bangladesh. Bangladeshi groups acquiring UK-listed businesses need to consider Bangladesh's foreign exchange controls on outward investment, which generally require central bank permission. Where a UK bidder targets a company listed in Dhaka, the Bangladesh Securities and Exchange Commission's own takeover rules apply. TRW & Co's Dhaka office advises on both directions.
The EU. Where the target or bidder has significant EU business, EU merger control, national foreign investment screening and the EU Foreign Subsidies Regulation may require filings that the timetable must accommodate.
The Gulf and Singapore. Gulf sovereign and family investors are frequent bidders for UK companies and should expect NSIA scrutiny in sensitive sectors. Singapore-listed targets are governed by the Singapore Code on Take-overs and Mergers, administered by the Securities Industry Council, which shares the UK Code's principles but differs in detail.
China. Chinese bidders need outbound investment approvals at home and may face Chinese merger review, alongside intensive UK national security scrutiny of technology and infrastructure targets. Read our guide to the National Security and Investment Act.
How takeover lawyers London clients instruct at TRW & Co help
TRW & Co's London office is authorised and regulated by the Solicitors Regulation Authority and works alongside our offices in Dhaka, Singapore and Dubai. We act on public takeovers as part of our corporate practice.
Bidder advice
We structure offers and schemes, prepare announcements and offer documents, negotiate cooperation agreements and irrevocables, and manage Panel consultation throughout the timetable.
Target boards and committees
We advise independent committees on their duties, the Rule 21 restrictions, equality of information and the board circular, and on responding to unsolicited approaches.
Stakebuilding and disclosure
We map concert parties, advise on Rule 8 and Rule 9 consequences and on market abuse risk before any dealing, and prepare disclosure filings.
Clearances
We coordinate CMA, NSIA, FCA change-in-control and foreign approvals and build them into conditions, long-stop dates and the Code timetable.
Financing
We work with lenders and financial advisers on certain-funds facilities supporting the cash confirmation, with our leveraged finance colleagues.
Shareholders and activists
We advise significant shareholders on irrevocables, competing bids, schemes votes and their rights after a squeeze-out notice.
For background, see our guide to the UK Takeover Code or browse all our practices.
Checklist for decision-makers
- Is the target within the Code's jurisdiction, or within the transition period ending on 3 February 2027?
- Have you chosen between an offer and a scheme, and do you have a route to 100% ownership?
- Are concert parties, existing interests and derivatives mapped before any dealing?
- Is financing on a certain-funds basis, ready for a cash confirmation?
- Is a leak announcement drafted and the insider list under control?
- Have CMA, NSIA, regulatory and foreign approvals been identified and built into the timetable?
- Are irrevocable undertakings negotiated, with clear fall-away terms?
- Has the target board formed an independent committee and appointed an independent adviser?
- Are statements of intention on employees and locations ones you can stand behind?
- Has the outcome of the Panel's 2026 consultation been checked?
To discuss a potential bid or approach, contact TRW & Co in confidence at Holborn Gate, 330 High Holborn, London WC1V 7QH, or email info@trw.co.
Frequently asked questions
01Does the Takeover Code apply to my company?
Since 3 February 2025 the Code applies to companies registered in the UK, Channel Islands or Isle of Man whose securities are admitted to trading on a UK regulated market, a UK multilateral trading facility such as AIM, or a Channel Islands or Isle of Man exchange, and to those that met that test in the previous two years. Companies that fell outside the new test have a transition period ending on 3 February 2027. Unlisted public companies and those traded only overseas are otherwise outside the Code.
02What is the difference between a takeover offer and a scheme of arrangement?
A takeover offer is made by the bidder directly to shareholders, who accept or reject it; full ownership requires reaching 90% of the offer shares to squeeze out the rest. A scheme of arrangement is proposed by the target, approved by a majority in number representing 75% in value of shareholders voting at a court meeting, and sanctioned by the court. Once effective, a scheme binds all shareholders, so it delivers 100% ownership in one step. Schemes are typical in recommended deals.
03What is a put up or shut up deadline?
Under Rule 2.6 of the Takeover Code, once a potential bidder is publicly identified it must, by 5.00 pm on the 28th day, either announce a firm intention to make an offer or announce that it does not intend to bid. The Panel normally extends the deadline at the target board's request. A bidder that walks away is generally restricted from making an offer for a period, which is why bidders try to avoid premature announcements.
04When does a shareholder have to make a mandatory offer?
Under Rule 9, a person who acquires an interest in shares which, together with those of persons acting in concert, carry 30% or more of the voting rights must make a cash offer to all other shareholders, unless the Panel consents otherwise. A further acquisition by someone holding between 30% and 50% also triggers the rule. The offer price is generally at least the highest price paid during the relevant period, and the offer has only limited conditions.
05Can a UK target agree a break fee with a bidder?
Generally not. Rule 21.2 of the Takeover Code prohibits the target from entering into offer-related arrangements, such as break fees, exclusivity and similar deal protection, with a bidder, subject to limited exceptions. Bidders therefore seek deal certainty through irrevocable undertakings from directors and major shareholders, and through structuring choices. Bidders can, however, agree reverse break fees and other obligations on themselves in favour of the target.
06What must a bidder have in place before announcing a firm offer?
A bidder should only announce a firm intention to make an offer when it is able to implement it. Where cash forms part of the consideration, the offer document must include a cash confirmation from an appropriate third party, usually the financial adviser, that resources are available to satisfy full acceptance. That means certain-funds financing, a settled price and conditions, and a clear view of regulatory clearances must all be in place before the Rule 2.7 announcement.
07How long does a UK takeover take?
A recommended scheme without significant regulatory issues often completes within a few months of the firm offer announcement. Contractual offers run to a timetable built around Day 60, when all conditions must normally be satisfied or the offer lapses, although the Panel can extend or suspend the timetable while clearances are outstanding. Deals that require national security, merger control or sector regulator approval can take considerably longer, so long-stop dates should be set realistically.
08What duties does a target board have during a bid?
The board must obtain competent independent advice on the offer and make it known to shareholders, must not take frustrating action without shareholder approval once an approach is received, must give competing bidders equal information on request, and must publish a reasoned opinion on the offer, including its effects on employees. Directors also remain bound by their Companies Act duties. Conflicted directors, such as those joining the bidder, should be excluded from the independent committee.
Sources and official materials
- The Takeover Code — Full text of the Code and its Rules
- Panel on Takeovers and Mergers — Regulator of UK takeovers, consultations and statements
- Companies Act 2006, Part 28 — Statutory basis of the Panel; squeeze-out and sell-out
- Companies Act 2006, Part 26 — Schemes of arrangement
- National Security and Investment Act 2021 — Mandatory notification of sensitive acquisitions
- Competition and Markets Authority — UK merger control
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.