In R v Spens [1991] 1 WLR 624, 632F, Watkins LJ held that although the construction of documents is normally a question of fact for the jury, the City Code on Takeovers and Mergers 'sufficiently resembles legislation as to be likewise regarded as demanding construction of its provisions by a judge.' The Code, which is non-statutory, can easily be described as a non-legislative statute, and has been referred to as 'elliptical, eliding many points automatically known to practitioners, although not self-evident to the layman and it is highly specialist in language'. Given that from the earliest days the Takeover Panel has frequently stressed the need for the Code to be construed teleologically, the difficult task facing scholars and practitioners interested in takeovers can easily be imagined. A thorny question often grappled with is, when will a particular literal interpretation of the Code be acceptable to the Panel, and in those cases where such an interpretation will not suffice,...
