2015 New Year sign inside light bulbs

It’s that time of year again when, after the over-indulgence during the festive period, we look forward to the coming year and resolve what we are going to do differently from now on. In this blog post, we look at what The Department for Business, Innovation and Skills, HM Treasury, HMRC and the Takeover Panel are going to do differently in 2015.

1. Takeover code 

A number of changes to the Takeover Code came into effect on 1 January 2015, including an amendment to Note 2 on Rule 2.8 to provide that if, after making a no intention to bid statement, the potential competing offeror who made that statement acquires interests in shares in the offeree, it forfeits the right to set the no intention to bid statement aside with the agreement of the offeree board in the event that the first offeror’s offer lapses.

From 12 January 2015, and as a result of the Kraft/Cadbury and Pfizer/AstraZeneca takeover bids, the Takeover Code will be amended to introduce a new framework that draws a distinction between:

  • post-offer undertakings – statements made by a bidder in any document, announcement or other information published in relation to the offer relating to any particular course of action that the bidder commits to take, or not take, after the end of the offer period; and
  • post-offer intention statements – statements made by a bidder in any document, announcement or other information published in relation to the offer relating to any particular course of action that the party intends to take, or not take, after the end of the offer period.

2. Audit tenders 

On 1 January 2015, the Competition & Markets Authority’s final order to require FTSE 350 companies to put their audit contracts out to tender every 10 years came into force. The final order applies to financial years commencing on or after 1 January 2015.

3. New regulations governing company, LLP and business names 

From 31 January 2015, The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 will come into force. Check out the blog post on our sister page Talking Solutions for a review of these new regulations.

4. B share schemes and cancellation schemes of arrangement 

As discussed in a previous blog post, the Autumn Statement introduced:

  • with effect from ‘early 2015’ (no further guidance has been given as to what that means!), a prohibition on effecting a takeover by means of a cancellation scheme of arrangement;
  • from 6 April 2015, a change to Chapter 3 of Part 4 of the Income Tax (Trading and Other Income) Act 2005, so that all returns made to shareholders through B share schemes will be taxed as income, to support the government’s objectives of tackling unfair outcomes in the tax system by ensuring parity of treatment with other taxpayers who are not able to choose how they are taxed on their income.

5. Small business, enterprise and employment bill

The impact of aspects of the wide-ranging Small Business, Enterprise and Employment Bill has been discussed in the Talking Business blog posts in 2014. It is anticipated that the Bill will be brought into force in stages. We can expect:

  • around June 2015 for the issue of new bearer shares to be banned (with existing bearer shares being converted within 9 months). See our previous blog post for further details
  • in either October 2015 or April 2016:
    • for there to be a ban on corporate directors
    • the day element of a director’s date of birth to be removed on the Companies House register
    • the introduction of a simpler way to remove wrongly appointed directors
    • a simplification of the procedure to resolve unauthorised use of registered addresses
    • a reduction in time limits for striking off.

Tell us what your resolutions are for 2015.

This post was edited by Tom Rush. For more information email blogs@gateleyuk.com.


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This blog is intended only as a synopsis of certain recent developments. If any matter referred to in this blog is sought to be relied upon, further advice should be obtained.