Outbound China M&A and investment – UK

Merger and acquisition activity in the UK is regulated by various pieces of legislation relating to companies and financial markets. The Companies Act 2006 sets the company law regime. The Financial Services and Markets Act 2000 (FSMA) makes provision for the regulation of financial services and markets and, the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules (DTRs) all regulate conduct and disclosure by listed companies. In addition, criminal sanctions for insider dealing under the Criminal Justice Act 1993, and UK/EU merger control will all impact on the M&A landscape.

The principal rules for the regulation of public company takeovers are set out in the City Code on Takeovers and Mergers (Takeover Code). This is administered by the Panel on Takeovers and Mergers (Takeover Panel), which has been designated as the UK's supervisory authority to perform certain regulatory functions in relation to takeovers. This is pursuant to the EC Directive on Takeover Bids (2004/25/EC), which has been implemented in the UK through Part 28 of the Companies Act 2006.

The Takeover Code