Contents; CHAPTER I; Introduction; Introduction to the topic; Need or Objective of Takeover; Different modes or ways of takeover; Research Methodology; CHAPTER II; Background to the Takeover Regulation; Rational behind regulation of takeover; Necessity to regulate the takeover transaction; Objectives of Takeover Regulation; Background to the Indian Code; Legal Regime Prior to 1993; 1. Provisions under the Companies Act, 1956; (a) Section 395; (b) Section 108A to 1081; (c) Section 250; (d) Section 319, 320; (e) Section 409; 2. Listing Agreement of the Stock Exchange; 3. Section 22A of SCRA, 1956; 4. Other Provisions. Legal Regime after 1993; Loopholes and Defects in the 1994 Code; Brifish Position; The Panel; Co-ordination with Financial Services Authority; Conclusion; CHAPTER IIl; The Takeover Regulation; What is regulated by the takeover code?; How the code regulates?; Determination of the Offer Price; The Requirement of Escrow Account; Provisions regarding the Merchant Banker; Duties of an Acquirer; CHAPTER IV; Investors Protection & Corporate Governance in the Takeover Regulation. Takeovers and Corporate Governance Duty of Disclosure; Requirements under The Code Ambiguity in Regulations Under; Chapter II and III of the Code; Disclosure on Acquisition of 5% or more of shares of Target; Disclosure Requirement under Regulation 7 (1A) Duty of Stock Exchange Duty of the Company; Continual Disclosure; British Position; Conclusion; CHAPTER V; Mandatory Public Announcement of Offer; Duty to Make Public Announcement and Offer to Purchase; 'Control '; Acquisition 'Acquirer'; 'Promoter'; 'Persons Acting In Concert'; British definition; Mandatory Public Announcement of Offer; English Position; Bail Out Takeovers; Exemptions from Regulations 10, 11 And 12; Transactions treated exempted; Erosion of Regulation; Compulsory Acquisition under Companies Act - Section 395 of Companies Act, 1956 (India) ; Sections 429, 430A of Companies Act, 1985 (UK); CHAPTER VI; The Regulatory Mechanism; Role of the Takeover Panel; Indian Position; English Position; Composition of Takeover Panel; Regulatory Framework over Takeover Activities; Importance of Flexibility in Regulation; Potential Abuses in Takeovers and their Curtailment; Conclusion; CHAPTER VII; Remedial Mechanism; Indian Position; British Position; Court Intervention in the City Panel's Decisions; Comparison; Conclusion; CHAPTER VIII; Conclusion & Suggestions; Observations and Suggestions; Bibliography