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The Panel on Takeovers and Mergers
The Takeover Panel
Agency overview
Formed1968
JurisdictionUnited Kingdom
HeadquartersLondon, EC4
Employees26
Agency executive
  • Ian Hart, UBS, Director General
Websitewww.thetakeoverpanel.org.uk

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.

Powers

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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.

Directors General

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The Takeover Panel has been led by the following individuals since inception:

  • 1968-72: Ian Fraser
  • 1972-74: John Hull, Schroders[4]
  • 1974-76: Martin Harris[5]
  • 1976-79: David Macdonald, Hill Samuel[6]
  • 1979-81: Graham Walsh, Morgan Grenfell[7]
  • 1981-83: J.M. Hignett, Lazard[8]
  • 1983-85: T G Barker
  • 1985-87: John Walker-Haworth, a Director of S G Warburg[9]
  • 1987-89: Antony Beevor, Hambros[10]
  • 1989-92: Geoffrey Barnett, Barings[11]
  • 1992-94: Frances Heaton, Lazard[12]
  • 1994-96: William Staple, Rothschild[13]
  • 1996-99: Alistair Defriez, SBC Warburg[14]
  • 1999-01: Patrick Drayton, Schroders[15]
  • 2001-03: Philip Remnant, Credit Suisse First Boston[16]
  • 2003-05: Richard Murley, Goldman Sachs[17]
  • 2005-07: Mark Warham, Morgan Stanley[18]
  • 2007-10: Robert Hingley, Lexicon[19]
  • 2010 (interim): Philip Remnant[20]
  • 2010-13 Robert Gillespie, Evercore[21]
  • 2013-15: Philip Robert-Tissot, Citigroup[22]
  • 2015-18: Crispin Wright, Rothschild[23]
  • 2018-21: Simon Lindsay, Citigroup[24]
  • 2021-24: Ian Hart, UBS[25]
  • 2024– : Omar Faruqui, Barclays[26]

International equivalents

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International equivalents to the Takeover Panel
Nation Panel
 Australia Australian Takeovers Panel
 Hong Kong Takeovers and Mergers Panel
 Ireland Irish Takeover Panel[27]
 New Zealand Takeovers Panel[28]
 Sweden Swedish Securities Council (Swedish: Aktiemarknadsnämnden)[29]

References

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  1. ^ "European Takeovers Directive" (PDF).[permanent dead link‍]
  2. ^ "PTM Levy - London Stock Exchange" (PDF).
  3. ^ R v Panel on Take-overs and Mergers, ex parte Datafin plc, [1986] AppLR 12/05 (CA 5 December 1986).
  4. ^ "The Takeover Panel" (PDF). The Takeover Panel. 1 October 1971.
  5. ^ "The Takeover Panel" (PDF). The Takeover Panel. 1 November 1974.
  6. ^ "The Takeover Panel" (PDF). The Takeover Panel. 7 December 1976.
  7. ^ "The Takeover Panel" (PDF). The Takeover Panel. 8 June 1979.
  8. ^ "The Takeover Panel" (PDF). The Takeover Panel. 30 June 1981.
  9. ^ "The Takeover Panel" (PDF). The Takeover Panel. 12 September 1985.
  10. ^ "The Takeover Panel" (PDF). The Takeover Panel. 17 September 1987.
  11. ^ "The Takeover Panel" (PDF). The Takeover Panel. 17 October 1989.
  12. ^ "New Director General for Takeover Panel" (PDF). The Takeover Panel. 14 January 1992.
  13. ^ "New Director General for Takeover Panel" (PDF). The Takeover Panel. 14 January 1994.
  14. ^ "New Director General for Takeover Panel" (PDF). The Takeover Panel. 6 February 1996.
  15. ^ "New Director General for Takeover Panel" (PDF). The Takeover Panel. 17 December 1998. Archived from the original (PDF) on 17 April 2021.
  16. ^ "New Director General for Takeover Panel" (PDF). The Takeover Panel. 17 January 2001. Archived from the original (PDF) on 4 March 2021.
  17. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 31 January 2003.
  18. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 16 August 2005.
  19. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 20 July 2007.
  20. ^ "Secondment of Director General" (PDF). The Takeover Panel. 25 February 2010.
  21. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 9 July 2010.
  22. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 22 January 2013.
  23. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 16 April 2015.
  24. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 26 April 2018.
  25. ^ "New Director General for the Takeover Panel" (PDF). The Takeover Panel. 15 April 2021.
  26. ^ https://www.thetakeoverpanel.org.uk/download/panel-statement-2024-4
  27. ^ Irish Takeover Panel
  28. ^ "Home". www.takeovers.govt.nz.
  29. ^ "About the Swedish Securities Council". aktiemarknadsnamnden.se. Retrieved 17 August 2017.
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