| Admin History | In October 1959, at the suggestion of the Governor of the Bank of England, the Executive Committee of the Issuing Houses Association (in co-operation with several other City of London organisations) produced a general guide to the principles and practices which should be followed by those concerned in take-over and merger transactions: 'Notes on Amalgamations of British Businesses'.
In 1963 a City Working Party met to revise the guide produced in 1959. However, in 1967 (following public criticism of the conduct of certain take-over transactions), the Chairman of the Stock Exchange, after consultation with the Governor of the Bank of England, reconvened the City Working Party to revise the guide for a second time.
Conscious that such rules were not (except in certain cases) legally enforceable, the City Working Party considered that it was essential to ensure the observance, by parties involved in take-over and merger transactions, of any revised code of conduct they might draw up. They adopted, to this end, a proposal put forward by the Governor of the Bank of England: that an authoritative Panel with a membership widely representative of informed City opinion should be set up to supervise the operation of the revised code on take-overs and mergers as soon as it was produced.
On the 20 September 1967 the Bank of England announced that, on the proposal of the Governor (following discussions with the Chairman of the Issuing Houses Association and the Chairman of the Stock Exchange and subsequently with the City Working Party), agreement had been reached on the establishment of such a Panel and that, at the Governor's request, Sir Humphrey Mynors had agreed to serve as its first Chairman.
Membership of the Panel was drawn from the bodies represented on the City Working Party:
Issuing Houses Association
Accepting Houses Committee
Association of Investment Trusts
British insurance Association
Committee of London Clearing Bankers
National Association of Pension Funds
Council of the Stock Exchange
Confederation of British Industry
A permanent secretariat was provided by the Bank of England.
In addition to its function as a supervisory body in regard to all take-over and merger transactions, the Panel was available for consultation at any stage before a formal offer was made to a company as well as during the course of a transaction. Accordingly, in any case of doubt, the Panel would expect to be consulted.
The Panel was duly convened on the day that the revised 'City Code on Take-overs and Mergers' was published: 27 March 1968. |