The Financial Conduct Authority

Donzi

Star Member
Mar 9, 2019
27
46
Hi all,

Having read a few M&A's, I was wondering why and how the FCA would get involved (e.g. stopping a proposed merger) in such deals and how businesses negotiate with the FCA to progress with their plans of merging with company X?

I'd really appreciate a comprehensive response!
 

Daniel Boden

Legendary Member
Trainee
Highest Rated Member
  • Sep 6, 2018
    1,537
    3,856
    Hi all,

    Having read a few M&A's, I was wondering why and how the FCA would get involved (e.g. stopping a proposed merger) in such deals and how businesses negotiate with the FCA to progress with their plans of merging with company X?

    I'd really appreciate a comprehensive response!
    I'm not sure if you mean the Competition Markets Authority or CMA? They would be the regulatory body responsible for stopping mergers and/or making sure a merger can go ahead if the merger doesn't unduly impact the market.

    I believe the FCA is only notified for the purposes of a change of control and then has 60 working days to decide whether to approve the change of control.

    Ashurst explains this process in a simple way in the link below:
    https://www.ashurst.com/en/news-and...gulatory-issues-when-acquiring-uk-businesses/
     
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    SportsThoughts

    Star Member
    Jun 4, 2019
    33
    89
    Ultimately it will depend on company X and if you're referring to M&A in terms of company X acquiring 100% of company Y, or acquisitions in a broader sense.

    Where the company has securities admitted to trading on a regulated market (XLON) then the UK Takeover Panel will oversee bids and merger transactions with a UK incorporated (or channel island incorporated) company. As always, there are certain exceptions where they will be allowed to throw their hat in the ring for 12 rounds with a private company too.

    The takeover panel are independent but enforce the Takeover Code (The City Code on Takeovers and Mergers) and can ask the FCA to impose fines & injunctions on anything that isn't pursuant to the code as you might well expect.

    Gibson Dunn articulate it quite well here: https://www.gibsondunn.com/wp-conte...ons/CityCodeOnTakeovers-AnUpdate-June2013.pdf

    Alternatively here's a link to the Takeover Panel website: https://www.thetakeoverpanel.org.uk/the-code/download-code
     
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