| 1 | A guide to PLC's FATCA resources A guide to PLC's resources on the US Foreign Account Tax Compliance Act (FATCA). | Practice note: overview | Maintained |
| 2 | A toolkit for takeovers A guide to PLC's materials on takeovers, which includes links to our materials. | Practice note: overview | Maintained |
| 3 | Disguised remuneration tax legislation (rewards from third ... The Finance Act 2011 introduced anti-avoidance legislation (Part 7A of the Income Tax (Earnings and Pensions) Act 2003) to counter the use of employee benefit trusts and other intermediaries to reward employees (or their family members) in a way that avoids income tax or NICs. HMRC referred originally to these arrangements as disguised remuneration (and this phrase is now widely used, but it is not in the legislation). Part 7A applies from 6 April 2011 and has the potential to tax many arrangements in addition to the targeted avoidance schemes. This note provides an overview of Part 7A. | Practice note: overview | Maintained |
| 4 | Loan notes in share deals: tax FAQs Frequently asked tax questions relating to the use of loan notes as consideration for the sale of shares. | Practice note: overview | Maintained |
| 5 | Takeover Code know-how: index An index of notes providing access to know-how and Takeover Panel practice relating to the Takeover Code Rules, on a Rule by Rule basis. Each of the notes includes links to documents which may help interpret the relevant Rules. Examples of know-how covered include relevant Takeover Panel Practice Statements issued by the Panel Executive, selected Panel annual reports, Panel consultation papers and response statements, Panel Statements and PLC materials. | Practice note: overview | Maintained |
| 6 | Takeovers A to Z An index of key terms used in takeovers, together with details of the relevant Takeover Code Rules that refer to or deal with each term, key Takeover Panel materials that provide know-how on each term and relevant PLC materials. So far, we have published terms A-J. We will be adding to the terms in due course. | Practice note: overview | Maintained |
| 7 | Takeovers: implementation of the Directive on Takeover Bids The resources produced by PLC Corporate in connection with the implementation of the Directive on Takeover Bids (2004/25/EC) (the Directive) on 20 May 2006, the other changes made to the Takeover Code in the run up to 20 May 2006 and the permanent implementation of the Directive on 6 April 2007 when Part 28 of the Companies Act 2006 came into force. | Practice note: overview | 01-Jul-2009 |
| 8 | Takeovers: overview An overview of the principal considerations involved in a public takeover in the UK including the regulation of takeovers by the Takeover Code, an outline of a typical takeover offer and EU and UK Merger Control. | Practice note: overview | Maintained |
| 9 | Taper relief: overview This note is a brief overview of the key features of capital gains tax (CGT) taper relief as it applied to shares and securities. Taper relief was available to individuals, personal representatives and trustees.Taper relief has been abolished for disposals made on or after 6 April 2008 (see paragraphs 23 to 56 of Schedule 2 to the Finance Act 2008). Taper relief does not apply to deferred gains which come into charge after 5 April 2008. | Practice note: overview | 05-Apr-2008 |
| 10 | Tax clearances: general This note discusses the current UK rulings system and practical issues relating to clearances. It also links to several other practice notes that provide guidance on clearances in specific situations. | Practice note: overview | Maintained |
| 11 | 2007 Public M&A deals: the main features This table lists takeovers announced in 2007 with a value in excess of £250 million. The deals are organised by size, with the largest first. The table lists the main features of each deal and provides a link to the announcement of each deal. It also links through to wording from the offer documentation where appropriate, for example to the wording of bespoke conditions. We have prepared a more detailed summary for each completed deal which again users can click through to if they require further information on an individual deal. The detailed summaries for example include trigger events for break fees, more detail of pension deficit negotiations and so on.We have highlighted in this overview:deal structure;any restriction on the target's right to agree a break fee with another bidder;if the target gave the bidder a right to match any competing bid for a set period;unusual or bespoke conditions;extended disclosures regarding the target's workforce;deals involving negotiations with the target's pension trustees.More details can then be found by clicking through to the deal announcement or to the deal summary. For details of more recent public takeovers and for fuller details of the issues covered in the table below, see PLC What's Market. | Practice notes | 31-Dec-2007 |
| 12 | 2008 Public M&A deals: the main features This table contains details of takeovers announced in 2008 with a value in excess of £250 million. The table includes links to the offer documentation where this was made available on one of the company's websites. For details of more recent public takeovers and for fuller details of the issues covered in the table below, see PLC What's Market. | Practice notes | 26-Nov-2008 |
| 13 | Accounting: takeovers The main accounting methods used on a takeover bid. | Practice notes | 01-Dec-2004 |
| 14 | Announcing the offer Announcing a takeover bid crystallises the obligation to make a takeover bid under the Takeover Code (subject to any pre-conditions). This note looks at the content of the press announcement, irrevocable undertakings or lock-ups obtained before the announcement; and typical conditions applied to the bid. | Practice notes | Maintained |
| 15 | Bid planning and due diligence Key issues for a potential takeover bidder to consider, such as: whether there are other methods available (for example schemes of arrangement); who should be in the bidder's team; due diligence enquiries; the obtaining of irrevocable undertakings and possible sources of information on the target. | Practice notes | Maintained |
| 16 | Break fees and other deal protection measures This practice note addresses the legal constraints to which parties to acquisitions and takeover offers are subject when considering entering into break fee arrangements. In the context of the introduction of the general prohibition on such arrangements in the Takeover Code, the note also examines the impact of the prohibition on other types of deal protection measures. The note also considers the legal issues relating to break fee arrangements (where these are permitted), how they may be structured and trigger events for the payment of a break fee. | Practice notes | Maintained |
| 17 | Break fees: extracts from offer and scheme documents Extracts from offer and scheme documents summarising the terms of break fee arrangements, including mutual break fees, exclusive break fee arrangements and matching rights. | Practice notes | 05-Feb-2007 |
| 18 | Bribery Act 2010: acquisitions and joint ventures This note addresses the issues relating to corruption to consider when acquiring a business or shares in a target company or entering into a joint venture, particularly in light of the Bribery Act 2010. | Practice notes | Maintained |
| 19 | Buying out minority shareholders An examination of the treatment of minority shareholders in a takeover bid. The note looks at the right of non-assenting shareholders to be bought out and the compulsory acquisition of non-assenting shareholders' shares by the bidder using the procedures set out in Chapter 3 of Part 28 of the Companies Act 2006 or a scheme of arrangement. | Practice notes | Maintained |
| 20 | Changes to the City Code on Takeovers and Mergers and the ... A summary of the changes made to the City Code on Takeovers and Mergers (the Code) and the Rules Governing Substantial Acquisitions of Shares (SARs) on 20 May 2006. A new edition of the Code was published and took effect on 20 May 2006 and includes changes made as a result of the implementation of the Directive on Takeover Bids (2004/25/EC) as well as changes made following consultation by the Code Committee of the Panel on Takeovers and Mergers in relation to the abolition of the SARs, dealings in derivatives and options and various miscellaneous amendments. The note also covers the further changes made to the Code on 6 April 2007 when Part 28 of the Companies Act 2006 came into force. | Practice notes | 06-Apr-2007 |
| 21 | Changes to the UK takeovers regime from 20 May 2006 ... An overview of some of the principal changes to the UK takeovers regime from 20 May 2006 as a result of the implementation of the Directive on Takeover Bids (2004/25/EC) as well as key changes that have been made to the City Code on Takeovers and Mergers (the Code). For a more detailed summary of the changes to the Code, see Practice note, Changes to the City Code on Takeovers and Mergers and the Rules Governing Substantial Acquisitions of Shares from 20 May 2006. | Practice notes | 06-Apr-2007 |
| 22 | Communications with shareholders and others: takeovers A look at how the Takeover Code regulates the information supplied to shareholders in the course of a takeover bid, including the requirement of secrecy before the bid and the rules on statements to the press and media, advertisments and telephone campaigns. | Practice notes | Maintained |
| 23 | Consideration and underwriting: takeovers A note looking at the financing of a takeover bid, comparing the three main methods; cash, loan notes and shares. The section on cash looks at the cash confirmation statement and various means of financing the cash, such as through debt finance, cash underpinning arrangements and trombone rights issues. The section on loan notes looks at hold-over relief for qualifying corporate bonds (QCBs), roll-over relief for non-QCBs and Takeover Code considerations, while the section on shares looks at pre-emption rights, and merger relief. Contingent value rights and mix and match offers are also addressed. | Practice notes | Maintained |
| 24 | CREST: takeovers A summary of the impact of CREST on a takeover bid. | Practice notes | Maintained |
| 25 | Cross-Border Mergers Regulations An overview of the Companies (Cross-Border Mergers) Regulations 2007 which establish a framework for cross-border mergers between companies formed and registered under the Companies Acts and companies governed by the law of an EEA state other than the UK. | Practice notes | Maintained |
| 26 | Deal analysis: analysis of schemes of arrangement used to ... A table setting out the key features of schemes of arrangement used to effect the largest recent takeovers of UK public companies, between 1 September 2006 and 31 May 2008. For details of more recent schemes of arrangement and for fuller details of the issues covered in the table below, see PLC What's Market. Schemes have been the structure of choice for most of the largest deals announced in 2007 and 2008. Of the deals with a value of £250 million and above announced in 2007, 28 were announced or subsequently structured as schemes and 6 were offers. For 2008 (up to November) these figures were 14 and 8 respectively. The table sets out: Details of any right reserved by the parties to convert the structure to an offer. A further example of a transaction structured as a scheme being switched to an offer was the Wienerberger acquisition of Baggeridge Brick when a potential rival bidder acquired a 17% stake. Wienerberger later increased its offer price, acquired a substantial stake and declared its offer unconditional as to acceptances. Note that the Takeover Code now deals specifically with switching from a scheme to an offer and vice versa - see Section 8 of Appendix 7 to the Code.An overview of the structure of the scheme.Details of the obligations to implement the scheme and any subsequent timetable disruptions.For further information on the use of a scheme of arrangement to implement a takeover offer see PLC Practice note, Schemes of arrangement: takeovers , PL | Practice notes | 31-May-2008 |
| 27 | Deal analysis: deal protection on public takeovers launched ... This document outlines the methods used by bidders on the largest recommended takeovers launched in January to April 2007 to protect the deal against the risk of a competitive bid. It follows similar analysis published by PLC Corporate on takeovers launched between September and December 2006 (see Deal analysis: deal protection on public takeovers launched September to December 2006). For other deal analysis materials published by PLC Corporate, see Deal analysis. | Practice notes | 17-May-2007 |
| 28 | Deal analysis: deal protection on public takeovers launched ... This document outlines the methods used by bidders on the largest recommended takeovers between September and December 2006 to protect the deal against the risk of a competitive bid. It also covers Cinven's offer for Gondola Holdings as this was the most heavily protected deal of the period. There is a table of the largest 10 deals in the period at the end of the document (table supplied by mergermarket). Nine out of these 10 deals were recommended. | Practice notes | 23-Apr-2007 |
| 29 | Deal analysis: deal protection on public takeovers launched ... This document outlines the methods used by bidders on the largest recommended takeovers launched between May and August 2007 to protect the deal against the risk of a competitive bid. It follows similar analysis published by PLC Corporate on takeovers launched in the periods September to December 2006 and January to April 2007 (see Deal protection on public takeovers launched September to December 2006 and Deal protection on public takeovers launched January to April 2007 ). For other deal analysis materials on takeovers published by PLC Corporate, see Deal analysis: takeovers . | Practice notes | -- |
| 30 | Deal analysis: loan note alternatives on public takeovers Table setting out the key features of the loan note alternatives offered on takeovers between 1 October 2006 and 28 February 2008 with a value in excess of £250 million. For details of more recent loan note alternatives on public takeovers and for fuller details of the issues covered in the table below, see PLC What's Market. The table sets out: Details of any guarantee.Whether there was a condition as to a minimum take up level for the loan note alternative before the bidder would issue any loan notes.Whether the loan notes were available for the entire cash amount of the offer or only part of it.Redemption details.The interest rates on the loan notes.Transfer restrictions.For further information on loan note alternatives to takeover offers see PLC Practice note, Consideration and underwriting: takeovers and PLC What's Market. | Practice notes | 28-Feb-2008 |
| 31 | Deal analysis: takeovers involving offer of shares: prospectus ... A table setting out whether a bidder produced a prospectus in accordance with section 85 of the Financial Services and Markets Act 2000 (FSMA) on a takeover involving an offer of shares as consideration or a document accepted by the Financial Services Authority (the FSA) as equivalent to a prospectus in accordance with paragraph 1.2.2R(2) of the Prospectus Rules. The table covers share exchange offers announced after 1 September 2006 - 31 December 2007. For details of more recent share exchange offers involving the issue of a prospectus or equivalent document and for fuller details of the issues covered in the table below for 2007 deals, see PLC What's Market. A bidder has to prepare a prospectus and obtain FSA approval for this where: It offers transferable securities to the public in the UK. This will be the case on a takeover for a UK target which is structured as a takeover offer but not where it is structured as a scheme of arrangement.Securities representing 10% or more of the existing issued shares are to be admitted to trading on a UK regulated market. For further details see Practice note, When is a prospectus required? Note that the table does not include transactions where a prospectus/equivalent document was not required, for example a scheme of arrangement involving an AIM bidder. | Practice notes | 14-Jan-2008 |
| 32 | Defensive tactics and the legal and regulatory constraints Tactics which can be deployed by a target board after it has received a hostile takeover bid including an explanation of Takeover Code and common law restrictions on defensive schemes. | Practice notes | Maintained |
| 33 | Direct taxes This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief). | Practice notes | Maintained |
| 34 | Duties and liabilities of directors and advisers of the bidder ... A look at the duties, obligations and liabilities of directors and advisers that are parties to a takeover bid arising from statute, common law, the Takeover Code and the UK Listing Authority's Listing Rules. | Practice notes | Maintained |
| 35 | Employee benefit trusts: concert party clearance from the ... The proposed acquisition of shares by an employee benefit trust raises many questions. This note focusses on the potential need to consult the Takeover Panel to determine whether the trustees are acting in concert for the purposes of the Takeover Code. | Practice notes | Maintained |
| 36 | Employment issues on a takeover An overview of key issues relating to employees that arise on a takeover. | Practice notes | Maintained |
| 37 | Failed bid Restrictions under the Takeover Code after an unusuccessful bid which applies to a bidder and anyone who acted in concert with the bidder restricting them from acquiring shares for twelve months after the bid. The note looks at when the Panel may give its consent under the Rule, including a Rule 9 whitewash. | Practice notes | Maintained |
| 38 | Financing an offer for a public company: the certain funds ... This practice note provides an overview of the "certain funds" and cash confirmation requirements set out in the City Code on Takeovers and Mergers (also known as the Takeover Code or Code). The note covers whether the certain funds requirement applies to all offers under the Code, pre-conditional offers and matters the bidder and its financial adviser must consider in relation to the cash confirmation. The note also contains an example certain funds period definition. | Practice notes | Maintained |
| 39 | Key dates for corporate tax practitioners: 2012 A practice note listing key forthcoming dates in 2012 for corporate tax practitioners. | Practice notes | Maintained |
| 40 | Key dates for corporate tax practitioners: 2013 A practice note listing key forthcoming dates in 2013 for corporate tax practitioners. | Practice notes | Maintained |
| 41 | Offers for unquoted companies This note identifies the circumstances in which, even where the target company is private, or where it is public but not quoted, it may be necessary or desirable for an offer to be made. It analyses the provisions of relevant legislation and The City Code on Takeovers and Mergers which require special consideration in the context of such an offer. | Practice notes | Maintained |
| 42 | Options, convertibles, warrants and other classes of share ... The Takeover Code regulates how share options, convertibles, warrants and other classes of share capital should be treated during a bid. | Practice notes | Maintained |
| 43 | Overseas shareholders: takeovers General information on how a takeover bid in the UK is affected by securities laws in the US (looking at securities exchange offers and exceptions, such as the Regulation S Safe Harbor), Canada and Australia. | Practice notes | 23-Jan-2012 |
| 44 | Panel on Takeovers and Mergers: Companies Act 2006 A note outlining the provisions relating to the Panel on Takeovers and Mergers made by the Companies Act 2006 (2006 Act). Part 28 (takeovers) of the 2006 Act came into force on 6 April 2007. | Practice notes | Maintained |
| 45 | Preparing for a hostile bid The tactics which can be deployed by a target board facing a potential hostile takeover bid. | Practice notes | Maintained |
| 46 | Recommended offers: the target's perspective The main issues facing the board of a company which has received a takeover bid, such as the decision whether or not to recommend the bid, the directors' duties, due diligence from the target's perspective, offers of compensation to directors of the target, financial assistance considerations and arrangements in relation to the bidder's costs. | Practice notes | Maintained |
| 47 | Regulatory and competition issues: takeovers This note examines the regulation of takeover bids under the EU merger regulation and under UK competition rules. The note also looks at industry specific regulatory issues in the UK and gives brief details on national merger control regulation in overseas countries. | Practice notes | Maintained |
| 48 | Rule 2 of the Takeover Code: Panel practice A note on the Takeover Panel Executive's Practice Statement No. 20 which sets out the way the Executive normally interprets and applies certain provisions of Rule 2 of the Takeover Code in relation to the need for secrecy before, and timing and contents of, possible offer announcements. | Practice notes | Maintained |
| 49 | Rule 9 of the Takeover Code: whitewash and waiver A note on the whitewash procedure under Rule 9 of the Takeover Code (the Code) and the circumstances in which the Takeover Panel may grant a waiver from the requirement to make a general offer under Rule 9 of the Code. | Practice notes | Maintained |
| 50 | Schemes of arrangement: takeovers A practice note explaining how schemes of arrangement can be used in a recommended takeover as an alternative to an offer. | Practice notes | Maintained |
| 51 | Share sales: pre 6 April 2008 CGT position and planning This practice note sets out the tax treatment of disposals of shares by individuals before 6 April 2008 and outlines some of the tax planning which took place before changes to the capital gains tax rules took effect on 6 April 2008. It also covers loan notes and earn-outs issued before 6 April 2008 in consideration for the sale of shares. We have retained this material as it may be useful when completing tax returns for periods to 5 April 2008 and dealing with HMRC enquiries relating to those periods. | Practice notes | 05-Apr-2008 |
| 52 | Stakebuilding A note on the restrictions applying to a bidder seeking to build a stake in the target through purchases of shares before or during a takeover bid. The article covers insider dealing; market abuse; consideration; irrevocable undertakings or lock-ups; Takeover Code restrictions; disclosure requirements under the Disclosure and Transparency Rules and the Companies Act 2006; and the use of market purchase vehicles, such as off balance sheet or diamond structure companies. | Practice notes | Maintained |
| 53 | Stamp duty This note considers the practical impact of stamp duty on commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 54 | Stamp duty reserve tax This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 55 | Stamp duty: reliefs This note considers the various reliefs and exemptions from stamp duty available in a commercial context. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 56 | Takeover Code know-how: Appendix 1: Whitewash guidance ... Takeover Panel practice and PLC know-how relating to Appendix 1 (Whitewash guidance note) of the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 57 | Takeover Code know-how: Appendix 5: Tender offers Takeover Panel practice and PLC know-how relating to Appendix 5 (Tender offers) of the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 58 | Takeover Code know-how: Appendix 7: Schemes of ... Takeover Panel practice and PLC know-how relating to Appendix 7 (Schemes of arrangement) of the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 59 | Takeover Code know-how: definition of acting in concert Takeover Panel practice and PLC know-how relating to the definition of "acting in concert" in the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 60 | Takeover Code know-how: definition of dealings Takeover Panel practice and PLC know-how relating to the definition of "dealings" in the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 61 | Takeover Code know-how: definition of interests in securities Takeover Panel practice and PLC know-how relating to the definition of "interests in securities" in the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 62 | Takeover Code know-how: Introduction to the Code Takeover Panel practice and PLC know-how relating to the Introduction to the Takeover Code. Includes links to documents which may help interpret the relevant provisions. | Practice notes | Maintained |
| 63 | Takeover Code know-how: Irrevocable commitments Takeover Panel practice and PLC know-how relating to irrevocable commitments. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 64 | Takeover Code know-how: Rule 10 Takeover Panel practice and PLC know-how relating to Rule 10 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 65 | Takeover Code know-how: Rule 11 Takeover Panel practice and PLC know-how relating to Rule 11 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 66 | Takeover Code know-how: Rule 12 Takeover Panel practice and PLC know-how relating to Rule 12 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 67 | Takeover Code know-how: Rule 13 Takeover Panel practice and PLC know-how relating to Rule 13 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 68 | Takeover Code know-how: Rule 14 Takeover Panel practice and PLC know-how relating to Rule 14 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 69 | Takeover Code know-how: Rule 15 Takeover Panel practice and PLC know-how relating to Rule 15 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 70 | Takeover Code know-how: Rule 16 Takeover Panel practice and PLC know-how relating to Rule 16 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 71 | Takeover Code know-how: Rule 17 Takeover Panel practice and PLC know-how relating to Rule 17 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 72 | Takeover Code know-how: Rule 18 Takeover Panel practice and PLC know-how relating to Rule 18 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 73 | Takeover Code know-how: Rule 19 Takeover Panel practice and PLC know-how relating to Rule 19 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 74 | Takeover Code know-how: Rule 2 Takeover Panel practice and PLC know-how relating to Rule 2 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 75 | Takeover Code know-how: Rule 20 Takeover Panel practice and PLC know-how relating to Rule 20 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 76 | Takeover Code know-how: Rule 21 Takeover Panel practice and PLC know-how relating to Rule 21 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 77 | Takeover Code know-how: Rule 22 Takeover Panel practice and PLC know-how relating to Rule 22 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 78 | Takeover Code know-how: Rule 23 Takeover Panel practice and PLC know-how relating to Rule 23 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 79 | Takeover Code know-how: Rule 24 Takeover Panel practice and PLC know-how relating to Rule 24 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 80 | Takeover Code know-how: Rule 25 Takeover Panel practice and PLC know-how relating to Rule 25 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 81 | Takeover Code know-how: Rule 26 Takeover Panel practice and PLC know-how relating to Rule 26 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 82 | Takeover Code know-how: Rule 27 Takeover Panel practice and PLC know-how relating to Rule 27 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 83 | Takeover Code know-how: Rule 28 Takeover Panel practice and PLC know-how relating to Rule 28 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 84 | Takeover Code know-how: Rule 29 Takeover Panel practice and PLC know-how relating to Rule 29 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 85 | Takeover Code know-how: Rule 3 Takeover Panel practice and PLC know-how relating to Rule 3 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 86 | Takeover Code know-how: Rule 30 Takeover Panel practice and PLC know-how relating to Rule 30 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 87 | Takeover Code know-how: Rule 31 Takeover Panel practice and PLC know-how relating to Rule 31 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 88 | Takeover Code know-how: Rule 32 Takeover Panel practice and PLC know-how relating to Rule 32 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 89 | Takeover Code know-how: Rule 33 Takeover Panel practice and PLC know-how relating to Rule 33 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 90 | Takeover Code know-how: Rule 34 Takeover Panel practice and PLC know-how relating to Rule 34 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 91 | Takeover Code know-how: Rule 35 Takeover Panel practice and PLC know-how relating to Rule 35 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 92 | Takeover Code know-how: Rule 36 Takeover Panel practice and PLC know-how relating to Rule 36 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 93 | Takeover Code know-how: Rule 37 Takeover Panel practice and PLC know-how relating to Rule 37 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 94 | Takeover Code know-how: Rule 38 Takeover Panel Practice and PLC know-how relating to Rule 38 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 95 | Takeover Code know-how: Rule 4 Takeover Panel practice and PLC know-how relating to Rule 4 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 96 | Takeover Code know-how: Rule 5 Takeover Panel practice and PLC know-how relating to Rule 5 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 97 | Takeover Code know-how: Rule 6 Takeover Panel practice and PLC know-how relating to Rule 6 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 98 | Takeover Code know-how: Rule 7 Takeover Panel practice and PLC know-how relating to Rule 7 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 99 | Takeover Code know-how: Rule 8 Takeover Panel practice and PLC know-how relating to Rule 8 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 100 | Takeover Code know-how: Rule 9 Takeover Panel practice and PLC know-how relating to Rule 9 of the Takeover Code. Includes links to documents which may help interpret the relevant Rules. | Practice notes | Maintained |
| 101 | Takeover Code: destinations table A destinations table showing where each of the Rules in the ninth edition of the Takeover Code is located in the new edition of the Takeover Code to be published on 19 September 2011 when the Code changes take effect, following the Code Committee's review of certain aspects of the regulation of takeover bids. | Practice notes | 19-Sep-2011 |
| 102 | Takeover Code: recent and proposed changes This note tracks the recent changes and proposed changes to the Takeover Code. | Practice notes | Maintained |
| 103 | Takeover documents The main documents involved on a takeover bid, whether hostile or recommended. | Practice notes | Maintained |
| 104 | Takeover offer and scheme of arrangement: comparative ... This document compares the timetables involved for a takeover offer and a scheme of arrangement under section 899 of the Companies Act 2006 used to acquire control of a public company and which involves a reduction of capital. For a comparison of offers and schemes in this context, see Practice note, Takeover offer or scheme of arrangement? There is also a detailed timetable for a takeover offer: see Practice note, The offer timetable. References to Rules are to Rules of the Code and references to the Schemes Appendix are to Appendix 7 to the Code. | Practice notes | Maintained |
| 105 | Takeover offer or scheme of arrangement? A note comparing a takeover offer with a scheme of arrangement. | Practice notes | Maintained |
| 106 | Takeovers: Companies Act 2006 A note outlining the provisions on takeovers made by the Companies Act 2006 (2006 Act). Part 28 (takeovers) of the 2006 Act came into force on 6 April 2007. | Practice notes | Maintained |
| 107 | Tax clearances: exchanges of securities and reconstructions This note describes the UK tax treatment of reconstructions and exchanges of securities, and discusses the procedure for obtaining HMRC clearance for such transactions. | Practice notes | Maintained |
| 108 | Tax legislation tracker: archive A document containing items formerly found in PLC Tax legislation trackers but that are now in force. | Practice notes | Maintained |
| 109 | Tax legislation tracker: corporate A document tracking the development of certain notable pieces of proposed new legislation relating to corporate taxation. | Practice notes | Maintained |
| 110 | Tax on chargeable gains: general principles This note is a general summary of the UK rules applying to the taxation of chargeable gains. It describes what chargeable gains are, what assets are affected, when disposals arise, the way in which gains are calculated and the manner in which they are taxed, exceptions from taxation, anti-avoidance rules and how allowable losses may be used. This note is intended as a general overview, so you should be aware that the tax treatment in a particular case may differ from the general position described in this note. | Practice notes | Maintained |
| 111 | The City Code on Takeovers and Mergers A note on when the Takeover Code applies and its principal requirements as well as an explanation of the role of the Takeover Panel. | Practice notes | Maintained |
| 112 | The offer timetable A note on how the Takeover Code regulates the timing of various stages of the takeover bid. | Practice notes | Maintained |
| 113 | Timeline for a merger under the Cross-Border Mergers ... This document contains a timeline for a merger under The Companies (Cross-Border Mergers) Regulations 2007 (SI 2007/2974). The Regulations implement the Directive on Cross-Border Mergers of Limited Liability Companies (2005/56/EC). For information on the Regulations see Practice note, Cross-Border Mergers Regulations.Note that the timeline does not include negotiations over employee participation which may take up to 12 months. The final court approval for the merger cannot be given until the arrangements have been finalised. This needs to be factored into the early stages of the merger process. | Practice notes | Maintained |
| 114 | Transactions in securities: tax anti-avoidance This practice note explains the transactions in securities rules under which HMRC can counteract a tax advantage for a taxpayer arising from certain types of transaction(s) in shares or securities. | Practice notes | Maintained |
| 115 | What's Market (UK): recent deals published A practice note listing the recent deals published on What's Market. | Practice notes | Maintained |
| 116 | What's Market: Public M&A | Practice notes | Maintained |
| 117 | What's Market: Public M&A deals: break fees Details from PLC What's Market deals database of takeovers of UK public companies that included break fee arrangements since 1 January 2007. The database contains a summary of each deal and links to the deal documentation. To view the database, see What’s Market, Public M&A deals: break fees. | Practice notes | Maintained |
| 118 | What's Market: Public M&A deals: conditions highlighted in the ... Details from PLC What's Market deals database of takeovers of UK public companies that highlighted conditions in the offer announcement since 1 January 2007. The database contains a summary of each deal and links to the deal documentation. To view the database, see What's Market, Public M&A deals: conditions highlighted in the offer announcement. | Practice notes | Maintained |
| 119 | What's Market: Public M&A deals: equity issue to finance deal Details from PLC What's Market deals database of takeovers of UK public companies funded by way of an equity issue since 1 January 2007. The database contains a summary of each deal and links to the deal documentation. To view the database, see What's Market, Public M&A deals: equity issue to finance deal. | Practice notes | Maintained |
| 120 | What's Market: Public M&A deals: offeree protection conditions Details from PLC What's Market deals database of takeovers of UK public companies that included offeree protection conditions since 1 January 2007. The database contains a summary of each deal and links to the deal documentation. To view the database, see What's Market, Public M&A deals: offeree protection conditions. | Practice notes | Maintained |
| 121 | What's Market: Public M&A deals: pre-conditions | Practice notes | Maintained |