CONTENTS 1. Takeover code: a reflection of the dynamic corporate sector ; 1 .1 Principle underlying takeover regulations; 1 .2 Purpose and relevance of takeover regulations; 1.3 Merger movements; 1.4 Causes of takeovers; 1.5 Effects of takeovers; 2. Milestones in the evolution of takeover regulation; 2.1 Introduction ; 2.2 Background in brief; 2.3 Position Prior to 1990; 2.4 Creation of SEBI and formulation of SEBI Act ; 2.5 SEBI (Substantial Acquisition of shares and Takeovers) Regulation, 1994 ; 2.6 Limitations of 1994 Regulation ; 2.7 Bhagwati committee on review of takeover code; 2.8 SEBI (Substantial Acquisition of shares and Takeovers) Regulation, 1997; 2.9 Takeover regulatory Advisory Committee ; 2.10 SEBI substantial acquisition of shares and takeovers regulations, 2011; 3. Evolution of key concepts in the Takeover Code; 3.1 Tracing the change in the concept of control over years 3.1.1 Meaning and concept explained ; 3.1.2 Historical introduction to definition of control ; 3.1.3 Case analysis- Subkham ventures India private limited v. SEBI; 3.1.4 Will The Supreme Court Put The Control Debate To Rest? ; 3.2 Progressive Shift in Threshold limit for Public Announcement ; 3.2.1 Objective Behind Setting a Threshold Limit; 3.2.2 Initial Threshold Limit for Triggering of an Open Offer; 3.2.3 Threshold Limit for Mandatory Public Offer ; 3.2.4. Creeping Acquisition ; 3.2.5. Indirect Acquisition ; 3.2.6. Triggering Thresholds Individually or Jointly With PAC ; / 3.2.7. Persons Acting In Concert Explained : ; 3.2.8. Case Analysis; 3.2.6. Voluntary Offer ; 3.3. The Open Offer ; 3.3.1. Offer Size; 3.3.2. Offer Period ; 3.3.4. Offerees ; 3.3.5. Appointment of Merchant Banker ; 3.3.6. Minimum Open Offer Price; 3.4. Exemptions under The Takeover Code; 3.4.1. Exemption from Making Open Offer; 3.4.2. Acquisition Pursuant To Rights Issue; 3.4.3. Inter-Se Transfers; 3.4.4. Acquisition under A Scheme ; 3.4.6. Buy-Back of Shares; 3.4.5.Case Analysis; 4. An Overview of The Takeover Code 2011; 4.1. Introduction; 4.2. Major Alteration Adopted In the Takeover Code, 2011 ; 4.3. Alteration to Definition Parts; 4.4. Increased Trigger Limit For Open Offer; 4.5. Increase in Minimum Open Offer; 4.6. Automatic Delisting or Restore to Minimum Public Shareholding; 4.7. One Reference Date for Calculating Open Offer Price ; 4.8. Short Form Public Announcement; 4.9. Removal of Whitewash Provisions; 4.10. Governance Issue/ Mandatory Recommendation by Independent Directors ; 4.11. Additional Provisions for Withdrawal of Open Offer ; 4.12. Voluntary Open Offer and Its Restrictions; 4. l3. Overhaul of Exemptions From Open Offer; 4.14. Prohibition of Non-Competent Fee ; 4.15. Activities and Timelines for Open Offer Process ; 4.16. Impact of Recommendations on Different Interested Party ; 4.17. Impact on Promoters of Target Company ; 4.18. Impact on Public Shareholders ; 4.19. Impact on Acquirers ; 6. Conclusion and Suggestions ; 7. Bibliography.