The Jurisprudence of the Takeover Panel

In R v Spens 1991] 1 WLR 624, 632F, Watkins LJ held that although the construction of documents is normally a question of fact for the jury, the City Code on Takeovers and Mergers sufficiently resembles legislation as to be likewise regarded as demanding construction of its provisions by a judge. The Code, which is non-statutory, can easily be described as a non-legislative statute, and has been referred to as elliptical, eliding many points automatically known to practitioners, although not self-evident to the layman and it is highly specialist in language. Given that from the earliest days the Takeover Panel has frequently stressed the need for the Code to be construed teleologically, the difficult task facing scholars and practitioners interested in takeovers can easily be imagined. A thorny question often grappled with is, when will a particular literal interpretation of the Code be acceptable to the Panel, and in those cases where such an interpretation will not suffice, which particular interpretation out of the range of possibilities thrown up by a purposive construction of the Code will be acceptable to it? a text containing analyses of previous panel rulings on the construction and application of the Code. The aim of this book is to fill that gap by providing practitioners and students with a comprehensive understanding of how the conduct of takeovers and mergers is regulated in the UK, whilst providing a strong theoretical underpinning to the subject by examining theories of takeover and to consider to what extent they inform or explain the regulatory approach to the different subject areas.