R v Panel for Takeovers and Mergers Ex p Datafin
Encyclopedia
R v Panel for Takeovers and Mergers [1987] QB 815 is a case involving UK company law and administrative law
, which marked a major development in the scope of judicial review in English Law
. It established that the decisions of a private body exercising public functions may be amenable to judicial review
. Before Datafin, only bodies established by statute
were so amenable, while private bodies could only be sued for their actions in contract
or tort
.
is the City of London
's self-regulating mechanism for dealing with mergers and acquisitions
. The applicants complained about the conduct of their competitors in a take-over bid and were unhappy with the panel's decision. When they were refused leave to seek judicial review by the High Court
, they appealed to the Court of Appeal
.
The main issue facing the Court was whether to review the decision of a Panel set up under private law
using the standards usually applied in administrative law.
and formed part of the Government's scheme to regulate the City. Those affected had no choice but to submit to the Panel's jurisdiction. As a result, the Panel had the duty to act judicially and its decisions could be checked by means of judicial review. On the merits however, the Court found no ground to quash the disputed decision.
Lord Donaldson MR gave the leading judgment.
Administrative law
Administrative law is the body of law that governs the activities of administrative agencies of government. Government agency action can include rulemaking, adjudication, or the enforcement of a specific regulatory agenda. Administrative law is considered a branch of public law...
, which marked a major development in the scope of judicial review in English Law
Judicial review in English Law
Judicial review is a procedure in English administrative law by which the courts in England and Wales supervise the exercise of public power on the application of an individual...
. It established that the decisions of a private body exercising public functions may be amenable to judicial review
Judicial review in English Law
Judicial review is a procedure in English administrative law by which the courts in England and Wales supervise the exercise of public power on the application of an individual...
. Before Datafin, only bodies established by statute
Statute
A statute is a formal written enactment of a legislative authority that governs a state, city, or county. Typically, statutes command or prohibit something, or declare policy. The word is often used to distinguish law made by legislative bodies from case law, decided by courts, and regulations...
were so amenable, while private bodies could only be sued for their actions in contract
Contract
A contract is an agreement entered into by two parties or more with the intention of creating a legal obligation, which may have elements in writing. Contracts can be made orally. The remedy for breach of contract can be "damages" or compensation of money. In equity, the remedy can be specific...
or tort
Tort
A tort, in common law jurisdictions, is a wrong that involves a breach of a civil duty owed to someone else. It is differentiated from a crime, which involves a breach of a duty owed to society in general...
.
Facts
The Panel on Takeovers and MergersPanel on Takeovers and Mergers
The Panel on Takeovers and Mergers is a regulatory body located in London, England. It was set up in 1968 and is charged with the administration of the City Code on Takeovers and Mergers...
is the City of London
City of London
The City of London is a small area within Greater London, England. It is the historic core of London around which the modern conurbation grew and has held city status since time immemorial. The City’s boundaries have remained almost unchanged since the Middle Ages, and it is now only a tiny part of...
's self-regulating mechanism for dealing with mergers and acquisitions
Mergers and acquisitions
Mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or...
. The applicants complained about the conduct of their competitors in a take-over bid and were unhappy with the panel's decision. When they were refused leave to seek judicial review by the High Court
High Court of Justice
The High Court of Justice is, together with the Court of Appeal and the Crown Court, one of the Senior Courts of England and Wales...
, they appealed to the Court of Appeal
Court of Appeal of England and Wales
The Court of Appeal of England and Wales is the second most senior court in the English legal system, with only the Supreme Court of the United Kingdom above it...
.
The main issue facing the Court was whether to review the decision of a Panel set up under private law
Private law
Private law is that part of a civil law legal system which is part of the jus commune that involves relationships between individuals, such as the law of contracts or torts, as it is called in the common law, and the law of obligations as it is called in civilian legal systems...
using the standards usually applied in administrative law.
Judgment
The Court of Appeal held that the powers exercised by the Panel (regulating take-overs and enforcing a code of conduct on them) were essentially in the domain of public lawPublic law
Public law is a theory of law governing the relationship between individuals and the state. Under this theory, constitutional law, administrative law and criminal law are sub-divisions of public law...
and formed part of the Government's scheme to regulate the City. Those affected had no choice but to submit to the Panel's jurisdiction. As a result, the Panel had the duty to act judicially and its decisions could be checked by means of judicial review. On the merits however, the Court found no ground to quash the disputed decision.
Lord Donaldson MR gave the leading judgment.