On April 24, the UK’s Takeover Panel published a consultation paper which proposes to narrow the scope of the companies to which the UK Takeover Code applies. The Code currently applies to UK-registered companies that are also UK-listed. It also applies to a range of UK-registered companies that are not UK-listed if they satisfy a residency test, meaning that their place of central management and control is in the UK. The Panel proposes to abolish this residency test, and for the scope of companies to which the revised Code applies to be significantly narrower than under the current Code. The revised Code will apply only to companies that both: (i) are UK-registered; and (ii) are either UK-listed or have delisted in the three years prior to becoming subject to a takeover bid. This memo sets out our key takeaways from the consultation.