By Evarist Baimu Nyaga Mawalla - Home

of the United Kingdom financial market. Yet it performs this function without visiblemeans of legal support.The panel is an unincorporated association without legal personality and, so far ascan be seen, has only about twelve members. But those members are appointed by andrepresent the Accepting Houses.Committee, the Association of Investment Trust Companies, the Association of BritishInsurance, the Committee of London and Scottish Bankers, the Confederation of BritishIndustry, the Council of the Stock Exchange, the Institute of Chartered Accountants inEnglish and Wales the Issuing Houses Association the National Association of PensionFund, the Financial Intermediaries Managers and Brokers Regulatory Association, andthe Unit Trust Association; the chairman and deputy chairman being appointed by theBank of England. Furthermore, the panel is supported by the Foreign Bankers in London,the Foreign Brokers in London and the Consultative Committee of Accountancy Bodies.It has no statutory prerogative or common law powers and it is not in contractualrelationship with the financial marker or with those who deal in that market. According tothe introduction to the City Code on Take-overs and Mergers which it promulgates.The code has not and does not seek to have, the force of law, but those who wishto take advantage of the facilities of the securities markets in the United Kingdom shouldconduct themselves in matters relating to take-overs according to the code. Those whodo not so conduct themselves cannot expect to enjoy those facilities and may find thatthey withheld.The responsibilities described herein apply most directly to those who are activelyengaged in all aspects of the securities markets but they are also regarded by the panel asapplying to directors of companies subject to the code to persons or groups of personswho seek to gain control (as defined) of such companies and to all professionaladvisers(insofar as they advise on the transactions in question).Even where they are not directly affiliated to the bodies named in section (1)(a). equallywhere persons other than those referred to above issue circulars to shareholders inconnection with take-overs the panel expects the highest standards of care to be observed.The provisions of the code fall into two categories. On the one hand the code enunciatesgeneral principles are a codification of good standards of commercial behavior andshould have an obvious and universal application. On the other hand, the code lays downa series of rule some of which are no more than examples of the application of thegeneral principles whilst others are rules of procedure designed to govern specific formsof take-over. Some of theGeneral principles based as they are upon the concept of equity between one shareholderand another while readily understandable in the city and those concerned with thesecurities markets generally would not easily lend themselves to legislation.150