Takeovers Act 1993

Investigation and enforcement - Investigation and enforcement by Panel - Enforcement of takeovers code by Panel

32: Panel's powers in respect of compliance with takeovers code

You could also call this:

"The Panel's job is to ensure people follow the takeovers code and can stop them if they don't."

The Panel checks if you are following the takeovers code. If the Panel thinks you might not be following the code, they can call a meeting to discuss it. They will give you written notice of the meeting. The Panel can make a temporary order to stop you from doing something that is not allowed by the code. This order can last for a short time, usually until the meeting is held. After the meeting, the Panel will decide if you are following the code or not. If they think you are not following the code, they can make another order to stop you from doing something. This order can last for a longer time, up to 21 days. The Panel must tell you why they made the order and what it means for you. They can also change or cancel the order if they think it is necessary. You can find more information about the Takeovers Amendment Act 2006 at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM384544.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM326180.

This page was last updated on 12 December 2025 — View changes

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31X: Power to make confidentiality orders, or

"The Panel can keep some information secret to protect it."

33: Temporary restraining orders, or

"A court order to stop someone doing something that breaks the takeovers rules"

Part 3Investigation and enforcement
Investigation and enforcement by Panel: Enforcement of takeovers code by Panel

32Panel's powers in respect of compliance with takeovers code

The Panel may at any time, if it considers that a person may not have acted or may not be acting or may intend not to act in compliance with the takeovers code, after giving that person such written notice of the meeting as the Panel considers appropriate in the circumstances, but in no case exceeding 7 days, hold a meeting for the purpose of determining whether to exercise its powers under this section.
Where the Panel gives a notice under subsection (1), it may make a temporary restraining order that is expressed to expire with the close of the second day after the date for which the meeting was convened.
Following the meeting specified in subsection (1), the Panel may make a determination—
that it is satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code; or
that it is not satisfied that the person has acted or is acting or intends to act in compliance with the takeovers code.

If the Panel makes a determination under subsection (3), the Panel must, as soon as reasonably practicable, give written notice of its reasons for the determination to the person the determination concerns.
Where the Panel makes a determination on reasonable grounds under subsection (3)(b), the Panel may, at any time before the close of the second day after the date for which the meeting was convened,—
make a temporary restraining order (relating to the non-compliance with the takeovers code) that is expressed to expire with the close of such day as shall be specified in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made:
make an order continuing any temporary restraining order (relating to the non-compliance with the takeovers code) made under subsection (2) until the close of such day as may be specified in the order, not being a day that is later than 21 days after the date on which the temporary restraining order is made:
make a permanent compliance order (relating to the non-compliance with the takeovers code):
if it makes any order under this subsection, also make an order extending, for a reasonable time, the period for which a takeover offer must remain open.

If the Panel makes an order under this section, the Panel—
must immediately give written notice to the person to whom the order is directed of the terms and conditions of the order; and
must, as soon as is reasonably practicable, also give that person written notice of the reasons for the order; and
may also give notice to any other person of those matters.

An order made under this section may be made on any terms and conditions that the Panel thinks fit.
The Panel may vary the order in the same way as it may be made under this section.
The Panel may revoke the order or suspend the order on the terms and conditions it thinks fit.

Notes

Section 32(2): amended, on 25 October 2006, by section 11(1) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(3A): inserted, on 25 October 2006, by section 11(2) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4)(a): amended, on 25 October 2006, by section 11(3) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4)(b): amended, on 25 October 2006, by section 11(3) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4)(c): inserted, on 25 October 2006, by section 11(4) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4)(d): inserted, on 25 October 2006, by section 11(4) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(4A): inserted, on 25 October 2006, by section 11(5) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(5): inserted, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 32(5): amended, on 25 October 2006, by section 11(6) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(6): inserted, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 32(6): amended, on 25 October 2006, by section 11(7) of the Takeovers Amendment Act 2006 (2006 No 48).
Section 32(7): inserted, on 1 December 2002, by section 35 of the Takeovers Amendment Act 2002 (2002 No 45).
Section 32(7): amended, on 25 October 2006, by section 11(7) of the Takeovers Amendment Act 2006 (2006 No 48).