UK Law and Practice Contributed by: Federico Fruhbeck, Alice Brogi, Alex Bluett and Gisele Zouein, Gibson, Dunn & Crutcher LLP
Except with Takeover Panel consent, the bidder can only include pre-conditions to the making of its offer if such pre-conditions involve an official authorisation or regulatory clearance relating to the offer, and either the target agrees or the authorisation or clearance is considered to be material. 4.15 Privately Held Companies It is possible for a privately held company which is not subject to the Takeover Code to be acquired by means of a non-Code regulated offer to shareholders. This would only be considered if there are an unusu- ally large number of shareholders and the company’s constitutional documents do not include any mecha- nism for the majority of shareholders in favour of a sale to “drag-along” any dissenting minority shareholders. In the vast majority of cases, any acquisition will be by means of an acquisition agreement entered into between the buyer(s) and the selling shareholder(s) for the purchase of the shares in the company (commonly referred to as a share purchase agreement or “SPA”). Even if it is the buyer who makes the first approach, it is the shareholders who are deciding to sell and who can therefore decide whether to run any sale as an auction or as a bilateral negotiation with a chosen buyer (see 2.2 Liquidity Events for key considerations in terms of transaction structure, form of consideration and certain transaction terms). 5. Overview of Regulatory Requirements 5.1 Regulations Applicable to Energy and Infrastructure Companies Setting Up and Operating New Energy and Infrastructure Companies Generally speaking, the energy and infrastructure sectors in the UK are heavily regulated. New com- panies in the energy and infrastructure industry must comply with various regulations that are overseen by regulatory bodies on a sector-by-sector basis, and the regulatory landscape is evolving in order to encourage achievement of the government’s energy- transition objectives, with increasing regulation for example in relation to the electric vehicle (EV) charg- ing infrastructure. The timeframes in which permits or approvals are granted vary and, in many instances,
formal timeframes are not publicly available. However, recent examples of licensing rounds provide useful insight where formal timelines are not published by regulators. Utility Companies Utility-scale projects in England over 50 MW (or 100 MW for offshore wind) are regulated under the Plan- ning Act 2008, while smaller projects fall under the Electricity Act 1989, both overseen by the Secretary of State for Energy Security and Net Zero. Ofgem, delegated by the Gas and Electricity Markets Author- ity (GEMA), regulates market functions and licens- ing, with processing times for electricity generation licences averaging 65 working days. Offshore Wind Offshore wind requires a Development Consent Order from the Secretary of State, with seabed rights award- ed by the Crown Estate Commissioners following auctions. As an example timeline, the Crown Estate’s Floating Offshore Wind Leasing Round 5 began in December 2023, with the invitation-to-tender stage starting in August 2024 and preferred bidder status for two of the Round 5 project sites being announced in June 2025. EV Charging Infrastructure The UK regulatory landscape has evolved in recent years to reflect the growing importance of the EV charging sector. Regulations such as the new Part S of the Building Regulations 2010, the Alternative Fuels Infrastructure Regulations 2017, the Electric Vehicles (Smart Charge Points) Regulations 2021, and the Pub- lic Charge Point Regulations 2023 aim at regulating charge point operators (CPOs) and ensuring safety, harmonisation, consumer protection and convenience in the EV charging sector. 5.2 Primary Securities Market Regulators The UK Takeover Panel is the primary regulator in relation to public M&A transactions in the UK. The Takeover Panel issues and administers the Takeover Code and supervises and regulates takeover bids and merger transactions in relation to companies that have their registered offices in the UK, the Channel Islands or the Isle of Man if any of their securities:
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