The Takeover Panel Explained

Agency Name:	The Panel on Takeovers and Mergers
Nativename R:	The Takeover Panel
Formed:	1968
Jurisdiction:	United Kingdom
Headquarters:	London,
Employees:	26
Chief1 Name:	Ian Hart, UBS
Chief1 Position:	Director General

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

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.

Director Generals

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]
• 1996-98: Alistair Defriez, SBC Warburg^[14]
• 1998-01: 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

+ International equivalents to the Takeover Panel
Nation	Panel
	Australian Takeovers Panel
	Irish Takeover Panel^[27]
	Takeovers Panel^[28]
	Swedish Securities Council (Swedish: [[:sv:Aktiemarknadsnämnden|Aktiemarknadsnämnden]])^[29]

Notes and References

1. Web site: European Takeovers Directive.
2. Web site: PTM Levy - London Stock Exchange.
3. R v Panel on Take-overs and Mergers, ex parte Datafin plc. [1986]. AppLR. 12/05. CA. 5 December 1986. http://www.nadr.co.uk/articles/published/ArbitrationOlderReports/Data%20Fin%201986.pdf.
4. Web site: The Takeover Panel. The Takeover Panel. 1 October 1971.
5. Web site: The Takeover Panel. The Takeover Panel. 1 November 1974.
6. Web site: The Takeover Panel. The Takeover Panel. 7 December 1976.
7. Web site: The Takeover Panel. The Takeover Panel. 8 June 1979.
8. Web site: The Takeover Panel. The Takeover Panel. 30 June 1981.
9. Web site: The Takeover Panel. The Takeover Panel. 12 September 1985.
10. Web site: The Takeover Panel. The Takeover Panel. 17 September 1987.
11. Web site: The Takeover Panel. The Takeover Panel. 17 October 1989.
12. Web site: The Takeover Panel. New Director General for Takeover Panel. 14 January 1992.
13. Web site: The Takeover Panel. New Director General for Takeover Panel. 14 January 1994.
14. Web site: The Takeover Panel. New Director General for Takeover Panel. 6 February 1996.
15. Web site: The Takeover Panel. New Director General for Takeover Panel. 17 December 1998.
16. Web site: The Takeover Panel. New Director General for Takeover Panel. 17 January 2001.
17. Web site: The Takeover Panel. New Director General for the Takeover Panel. 31 January 2003.
18. Web site: The Takeover Panel. New Director General for the Takeover Panel. 16 August 2005.
19. Web site: The Takeover Panel. New Director General for the Takeover Panel. 20 July 2007.
20. Web site: The Takeover Panel. Secondment of Director General. 25 February 2010.
21. Web site: The Takeover Panel. New Director General for the Takeover Panel. 9 July 2010.
22. Web site: The Takeover Panel. New Director General for the Takeover Panel. 22 January 2013.
23. Web site: The Takeover Panel. New Director General for the Takeover Panel. 16 April 2015.
24. Web site: The Takeover Panel. New Director General for the Takeover Panel. 26 April 2018.
25. Web site: The Takeover Panel. New Director General for the Takeover Panel. 15 April 2021.
26. https://www.thetakeoverpanel.org.uk/download/panel-statement-2024-4
27. http://www.irishtakeoverpanel.ie/ Irish Takeover Panel
28. Web site: Home. www.takeovers.govt.nz.
29. Web site: About the Swedish Securities Council. . aktiemarknadsnamnden.se. 17 August 2017.