Rules of the Takeover Appeal Board
Takeover Appeal Board (the “Board”) is constitutionally independent of
the Panel on Takeovers and Mergers (the “Panel”).
Chairman and Deputy Chairman of the Board are appointed by the Master
of the Rolls.
will usually have held high judicial office.
members of the Board, who will usually have relevant knowledge and
experience of takeovers and
City Code on Takeovers and Mergers (the “Code”),
are appointed by the Chairman (or, failing that, the Deputy Chairman)
of the Board.
names of the members of the Board and the Board’s contact
available on the Board’s website (www.thetakeoverappealboard.org.uk).
functions of the Board are to hear and determine appeals against
rulings of the Hearings Committee of the Panel, to make
directions (if any) to the Panel as the Board considers appropriate for
giving effect to its decisions and to make such procedural rulings in
connection with the performance of its other functions as it considers
Board, when hearing appeals from the Hearings Committee of the Panel,
ensures that appeals in respect of rulings on the interpretation,
application or effect of the Code are conducted according to law.
Rules set out the procedures and practices by which appeals are to be
1. Appeals to the Board
Any party to the hearing before the Hearings
Committee (or any person denied permission to be a party to the hearing
before the Hearings Committee) (an “Appellant”) may appeal against any
ruling of the Hearings Committee by lodging a Notice of Appeal, as
prescribed at paragraph 1.2 below.
The Appellant must
lodge a Notice of Appeal with the Board, and simultaneously notify the
other parties to the hearing of the Hearings Committee, (i) within such
reasonable time as is stipulated by the chairman of the hearing before
the Hearings Committee or by the Hearings Committee itself; or (ii) in
the absence of such stipulation, within two business days of the
receipt in writing by the Appellant of the ruling of the Hearings
Committee or of the chairman of the hearing in question.
Notice of Appeal shall record the ruling or part of
the ruling against which the appeal is made, the grounds and basis of
the appeal and the remedy requested.
It shall also exhibit any evidence upon which the
a Notice of Appeal is lodged or purported to be lodged, a member of the
Board shall act as “chairman of the hearing”. Where the Chairman is
available, he shall act as chairman of the hearing. Where the Chairman
is unavailable, the Deputy Chairman shall act as chairman of the
Where neither the Chairman nor the Deputy Chairman is
available, the Chairman (or, failing that, the other members of the
Board) shall appoint one of the members who is available to act as
chairman of the hearing.
Board, or the chairman of the hearing, shall be responsible for
determining whether a Notice of Appeal has been validly lodged and any
other procedural issues arising from or in connection with the lodging
or purported lodging of a Notice of Appeal, including any question as
to the grounds and basis of the appeal.
Any decision made by the chairman of the
hearing in accordance with these Rules (including procedural
directions) is a decision of the Board.
The chairman of a hearing may,
on behalf of the Board, deal with:
relating to procedural directions of the Hearings Committee;
appeals that he considers to have no reasonable
prospect of success; and
any of the matters referred to in paragraph 1.4 above,
without convening the Board. In
such cases, the chairman of the hearing may determine the appeal or
matter without an oral hearing. In
relation to such appeals and matters, paragraph 2.1 below does not
Any ruling of the Hearings Committee shall
stand pending determination of any appeal, unless otherwise directed by
the Hearings Committee or by the chairman of the hearing before the
Hearings Committee or, where a Notice of Appeal has been lodged or
purported to be lodged, the chairman of the hearing.
References in these Rules (except in paragraph
2.1 below) to “the Deputy Chairman” shall include any additional Deputy
Chairman who may be appointed by the Master of the Rolls.
2. Conduct of proceedings before the Board
quorum for Board hearings is three, including the Chairman and Deputy
Chairman or either of them (unless neither is available to sit at the
If an additional Deputy Chairman is appointed, the
quorum for Board hearings is three, including the Chairman and one of
the Deputy Chairmen, or either of the Chairman or one of the Deputy
Chairmen (unless all three are unavailable to sit). However, the Board
hearing an appeal will usually comprise at least five members.
No member of the Board may be, at the same
time, a member of the Code Committee, nor may a member of the Board
formerly have been a member of the Code Committee.
No member of the Board may
be, at the same time,
member of the Hearings Committee of the Panel or an officer or member
of staff of the Panel. Members
of the Board proposing to attend a hearing of the Board
raise with the chairman of the hearing any issues concerning possible
conflicts of interest prior to the start of the
chairman of the hearing shall appoint a third party to act as Secretary
to the hearing, to perform such functions as the chairman of the
hearing may direct. The
Secretary must not have participated in any way in the proceedings
under appeal or in the matter at issue in the appeal and must be free
from conflict of interest.
Communications between the Board and the parties shall
usually be conducted through the Secretary.
Board may obtain external legal or other independent professional
advice, and may seek to secure the attendance at its proceedings of
third parties with the relevant experience and expertise if it
considers this to be necessary for the fulfilment of its duties.
Board may sit at such times and in such places as either it or the
chairman of the hearing deems most convenient and appropriate in all
The Board can be convened at short notice, where
necessary, and no specific notice period is required.
The Board or the chairman of the hearing may
give such procedural directions as it or he considers appropriate for
the conduct and determination of the case, including the extension or
shortening of any specified time limits and the alteration or variation
of the rules set out in this paragraph 2.
A party may apply, at any time during the proceedings,
to the chairman of the hearing for procedural directions.
The Board may draw such adverse inferences as
it deems proper from any failure of a party to an appeal to comply in
full and on time with any procedural direction, and may take such
action as it considers appropriate in relation to such failure. In particular, it may,
where it considers appropriate, treat such a party as no longer being
interested in pursuing the appeal (which may result in the dismissal of
the appeal) or refuse such a party any further participation in the
In particular, in disciplinary matters, the
Board may draw such adverse inferences as it deems proper from any
failure by an Appellant to attend any hearing or from the choice by the
Appellant to remain silent at the hearing.
the circumstances set out in paragraph 1.6 above, appeals shall be by
way of a complete rehearing of those matters contested.
shall be conducted on an informal basis. In particular, no formal rules
of evidence shall apply.
party must raise with the
of the hearing
issues concerning possible conflicts of interest in relation to members
of the Board
and any other objections in relation to the composition of the Board or
the conduct of the proceedings. Any
such issues or objections must be raised at the earliest opportunity,
and shall be considered and ruled upon by the
of the hearing.
prejudice to the generality of paragraph 2.6 above, the chairman of the
hearing may direct any party, at a time and place and in a manner as
directed: (i) to submit written statement(s) of case, setting out the
grounds and basis of the party’s position (including any cross-appeal)
and the remedy requested (if any), and exhibiting any evidence upon
which the party relies; (ii) to produce to the Board and/or to any
other party any document or information or other item relevant to the
proceedings; (iii) to call any person to attend, or give evidence at,
the hearing; and (iv) to notify the Board of any procedural issue which
it wishes to raise in the proceedings.
before the Board shall be held in private, unless the chairman of the
hearing, at his discretion, directs otherwise.
Any party may request that the hearing be held in
public and such a request shall be considered and ruled
upon by the
of the hearing
at the discretion of the
of the hearing, by the Board
Board or the chairman of the hearing may, upon application of a party,
and if satisfied that it is appropriate in the circumstances, direct
that certain confidential or commercially sensitive evidence be heard
in the absence of one or more of the parties to the proceedings.
Save as otherwise provided in these Rules, all parties
will be entitled to be present throughout the hearing and to see all
papers submitted to the Board.
the event of a public hearing, the Board or the chairman of the hearing
may direct that the Board shall hear part or parts of the proceedings
in private and may impose such conditions (including in relation to the
non-disclosure of information relating to the proceedings) as it or he
considers necessary and appropriate.
case shall be presented by the parties or their advisers.
Parties may, if they so wish, be represented by legal
Failure by a party to attend a hearing or be
represented at a hearing shall not prevent the Board or the chairman of
a hearing proceeding in the absence of that party.
party may, subject to the consent of the chairman of the hearing, call
witnesses at the hearing.
recording of the hearing shall be made for administrative purposes, but
will not be retained once the proceedings are brought to an end.
A transcript of the hearing will also be made.
Any party to the hearing may request a copy of the
a request shall be considered and ruled upon by the
of the hearing
may impose conditions as to its confidentiality
Board’s deliberations shall be conducted in the absence of the parties.
Decisions of the Board shall be by majority vote;
where necessary the chairman of the hearing shall have a casting vote.
Board may confirm, vary, set aside, annul or replace the contested
ruling of the Hearings Committee, and may also remit the matter to the
Hearings Committee with such directions (if any) as the Board (or the
chairman of the hearing) considers appropriate for giving effect to its
(or his) decision.
For the avoidance of doubt, in an appeal in respect of
a disciplinary matter, the Board may impose any sanction available to
the Hearings Committee.
chairman of the hearing shall sign the decision of the Board.
The Board will provide a copy of its decision in
writing to the parties as soon as practicable.
Board will usually publish its decision and reasons in a public
Any public statement of the Board will be issued as
promptly as possible, having regard to all the circumstances of the
case, after the decision has been provided in writing to the parties. The chairman of the
hearing may, upon application by any party, redact matters from the
public statement in order to protect confidential or commercially
sensitive information. The
Board may issue a public statement of its decision (without providing
reasons at this stage) in advance of the publication of the full
The validity of any acts or proceedings
of the Board shall not be affected by any vacancy among the membership
of the Board or by any defect in the appointment of any Board member.
by the Takeover Appeal Board
on 12 April 2006 and amended on 21 July 2011