United Kingdom: Mergers & Acquisitions

This country-specific Q&A provides an overview to Mergers & Acquisitions laws and regulations that may occur in United Kingdom.

  1. What are the key rules/laws relevant to M&A and who are the key regulatory authorities?

  2. What is the current state of the market?

  3. Which market sectors have been particularly active recently?

  4. What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?

  5. What are the key means of effecting the acquisition of a publicly traded company?

  6. What information relating to a target company will be publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?

  7. To what level of detail is due diligence customarily undertaken?

  8. What are the key decision-making organs of a target company and what approval rights do shareholders have?

  9. What are the duties of the directors and controlling shareholders of a target company?

  10. Do employees/other stakeholders have any specific approval, consultation or other rights?

  11. To what degree is conditionality an accepted market feature on acquisitions?

  12. What steps can an acquirer of a target company take to secure deal exclusivity?

  13. What other deal protection and costs coverage mechanisms are most frequently used by acquirers?

  14. Which forms of consideration are most commonly used?

  15. At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?

  16. At what stage of negotiation is public disclosure required or customary?

  17. Is there any maximum time period for negotiations or due diligence?

  18. Are there any circumstances where a minimum price may be set for the shares in a target company?

  19. Is it possible for target companies to provide financial assistance?

  20. Which governing law is customarily used on acquisitions?

  21. What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?

  22. What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?

  23. Are hostile acquisitions a common feature?

  24. What protections do directors of a target company have against a hostile approach?

  25. Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?

  26. If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?

  27. Is a mechanism available to compulsorily acquire minority stakes?