''R v Panel on Take-overs and Mergers; Ex parte Datafin plc'' 987QB 815 is a

UK constitutional law The United Kingdom constitutional law concerns the governance of the United Kingdom of Great Britain and Northern Ireland. With the oldest continuous political system on Earth, the British constitution is not contained in a single code but princ ...

company law Corporate law (also known as company law or enterprise law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corp ...

and

administrative law Administrative law is a division of law governing the activities of government agency, executive branch agencies of government. Administrative law includes executive branch rulemaking (executive branch rules are generally referred to as "regul ...

case of the

Court of Appeal An appellate court, commonly called a court of appeal(s), appeal court, court of second instance or second instance court, is any court of law that is empowered to Hearing (law), hear a Legal case, case upon appeal from a trial court or other ...

. It extended the scope of

judicial review in English law Judicial review is a part of UK constitutional law that enables people to challenge the exercise of power, usually by a public body. A person who contends that an exercise of power is unlawful may apply to the Administrative Court (a part of t ...

to private bodies exercising public functions. Before ''Datafin'', only bodies established by

statute A statute is a law or formal written enactment of a legislature. Statutes typically declare, command or prohibit something. Statutes are distinguished from court law and unwritten law (also known as common law) in that they are the expressed wil ...

could be judicially reviewed, while private bodies could only be sued for their actions in contract or

tort A tort is a civil wrong, other than breach of contract, that causes a claimant to suffer loss or harm, resulting in legal liability for the person who commits the tortious act. Tort law can be contrasted with criminal law, which deals with cri ...

law.

Facts

The Panel on Take-overs and Mergers is the

City of London The City of London, also known as ''the City'', is a Ceremonial counties of England, ceremonial county and Districts of England, local government district with City status in the United Kingdom, city status in England. It is the Old town, his ...

's self-regulating mechanism for dealing with

mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...

. The applicant complained about a breach of the Panel code by another company involved in the process and were unhappy with the Panel's decision. The case ended up in the Court of Appeal, due to the fact that the High Court felt that it had before it a matter that was outside its jurisdictional reach. Because it considered that the defendant wasn't amenable to judicial review, it wasn't able to grant the claimant the required leave to continue on with the claim. The main issue facing the Court was whether to review the decision of a Panel set up under

private law Private law is that part of a legal system that governs interactions between individual persons. It is distinguished from public law, which deals with relationships between both natural and artificial persons (i.e., organizations) and the st ...

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 law Public law is the part of law that governs relations and affairs between legal persons and a government, between different institutions within a state, between different branches of governments, as well as relationships between persons that ...

and formed part of the

Government A government is the system or group of people governing an organized community, generally a State (polity), state. In the case of its broad associative definition, government normally consists of legislature, executive (government), execu ...

'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. Sir John Donaldson, the

Master of the Rolls The Keeper or Master of the Rolls and Records of the Chancery of England, known as the Master of the Rolls, is the President of the Court of Appeal (England and Wales)#Civil Division, Civil Division of the Court of Appeal of England and Wales ...

, gave the leading judgment.

Significance

This decision is important in the light of an increasing "privatisation" of public powers. In recent years, the Government has delegated many of its powers to formally private bodies, which nevertheless can make decisions affecting individual citizens and the society at large. Following the ''Datafin'' case, such decisions are now amenable to judicial review by courts. In the later case of ''R v Panel on Takeovers and Mergers, ex parte Guinness plc'', 9901 QB 146 the judicial authority of the Panel was tested further in respect of the manner in which it handles investigations into breaches of the

City Code on Takeovers and Mergers The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in ...

. In this case, the Panel refused to adjourn the appellant's hearing which related to its takeover of Distillers Co plc, in undisclosed concert with a Swiss bank, for which the Court of Appeal held that unless there was any real injustice caused by the Panel's procedure, it would take exceptional circumstances for the court to intervene (particularly if the appellant had not made use of the Panel's own appeals tribunal, as was the case).

Notes

{{UK law 1986 in United Kingdom case law 1986 in England Court of Appeal (England and Wales) cases United Kingdom administrative case law United Kingdom company case law United Kingdom constitutional case law

Facts

Judgment

Significance

See also

Notes