The Financial Conduct Authority

[Donzi]

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]

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/

 

[SportsThoughts]

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