Takeover Panel publishes changes to ‘acting in concert’ presumptions | BVCA Policy & Technical Briefing
Over the past few years, the BVCA has represented the private equity and venture capital industry in discussions with the Takeover Panel on a wide range of matters important to the industry.
More recently, the BVCA's Legal and Accounting Committee has engaged in significant and regular dialogue with the Takeover Panel and its Code Committee on the definition of ‘acting in concert’ and other related matters. Under the UK Takeover Code, the definition of ‘acting in concert’ is a fundament concept, pursuant to which the Panel effectively treats persons ‘acting in concert’ as a single person for the purposes of the Code.
On 26 May 2022, the Takeover Panel issued Panel Statement 2022/11 announcing the publication of Public Consultation Paper 2022/2 (PCP 2022/2), which set out a number of proposed amendments to the presumptions of the definition of 'acting in concert' in the Takeover Code. See here for the November 2022 BVCA update on PCP 2022/2. The BVCA’s Legal and Accounting Committee participated in the consultation process with the Panel and made a submission on behalf of the industry.
On 14 December 2022, the Takeover Panel published Panel Statement 2022/21 announcing the publication by the Code Committee of Response Statement 2022/2 (RS 2022/2), which sets out amendments to the Takeover Code following completion of the consultation process. A summary of the key conclusions from the consultation process and the key amendments to the Code for BVCA members can be found here.
The Panel is not amending the general definition of 'acting in concert'. Instead, changes are being made to the circumstances in which the Code presumes persons to be acting in concert. Many of the changes codify existing practices of the Panel or clarify the application of certain presumptions, whilst others are a departure from the current position.
The changes to the Code are to take effect on Monday, 20 February 2023.
Ciarán Harris, Policy Manager (Legal & Accounting), BVCA
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