Proposed Changes To The UK Takeover Code

On 21 March 2011 the Code Committee of the UK Takeover Panel (the "Panel") published a public consultation paper (PCP 2011/1) setting out proposed amendments to the UK Takeover Code (the "Code") which were triggered by the Panel following Kraft's £11.5bn hostile takeover of Cadbury last year.

This very public takeover of what was effectively a national institution highlighted the reality that Cadbury could not defend itself effectively against the hostile bid from Kraft, together with Kraft's broken promise to keep Cadbury's Somerdale plant open and thereby retain Cadbury's employees at that plant. Indeed, many will recall that the Panel issued a very rare public censure of Kraft – the first of its kind in three years - after it was held in breach of the Code by reneging on public promises relating to the closure of the Somerdale plant.