What are persons acting in concert (PAC)? (2026)
Persons acting in concert, often shortened to PAC, are investors that SEBI treats as one group when it comes to takeover rules, because they cooperate toward a common goal of acquiring shares, voting rights, or control of a company. The idea stops an acquirer from splitting a large stake across friendly names to dodge disclosure and open-offer duties. Their holdings are counted together against the thresholds in the takeover code.
Definition
Persons acting in concert (PAC)
are investors who, sharing a common objective to acquire shares, voting rights, or control of a company, cooperate under an agreement or understanding. SEBI aggregates their holdings against takeover thresholds. Source: SEBI SAST Regulations 2011, Regulation 2(1)(q).
What defines persons acting in concert?
The definition sits in Regulation 2(1)(q) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the takeover code. The core test is a common objective plus cooperation under an agreement or understanding to acquire shares or control. The regulation also deems certain relationships to be acting in concert, such as a company with its directors, or a fund manager with the funds it runs, unless proven otherwise.
Why the PAC concept matters: the open offer trigger
The reason PAC matters in practice is aggregation. Under Regulation 3 of the SAST Regulations, an acquirer together with its persons acting in concert may not cross 25% of a target's voting rights without first announcing an open offer to public shareholders.
25%
Voting rights an acquirer plus PACs cannot cross without an open offer
Source: SEBI SAST Regulations 2011, Regulation 3
Because the acquirer and every PAC are counted as one, a stake that looks small under separate names can still trip the threshold when combined. The mandatory open offer that follows must be for at least 26% of the shares of the target, under Regulation 7. For the offer itself, see what is an open offer (SEBI SAST) and how it compares to creeping acquisition.
Where PAC shows up in disclosures
Acting-in-concert relationships surface in takeover filings, open-offer announcements, and the promoter and promoter group sections of the quarterly shareholding pattern. Reading them together shows how a controlling block is actually assembled.
So, persons acting in concert in one line: investors SEBI counts as one for takeover thresholds, which is why a coordinated stake can trigger an open offer. Flock reads these public filings and keeps each one stamped with its date and source. What any of it means for you is your call to make.
Frequently asked questions
What does persons acting in concert mean?
Persons acting in concert (PAC) are those who, with a common objective to acquire shares, voting rights, or control of a company, cooperate under an agreement or understanding. SEBI counts their holdings together. Source: SEBI SAST Regulations 2011.
Why does the PAC concept matter for an open offer?
Because an acquirer and its PACs are aggregated against the 25% threshold. Crossing 25% of voting rights together triggers a mandatory open offer to public shareholders. Source: SEBI SAST Regulation 3.
What is the open offer trigger under the takeover code?
An acquirer, together with persons acting in concert, crossing 25% or more of a target's voting rights must first make a public announcement of an open offer. The minimum offer size is 26% of shares. Source: SEBI SAST Regulations 2011.
Where is persons acting in concert defined?
In Regulation 2(1)(q) of the SEBI Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011. The regulation also deems certain related parties, such as a company and its directors, to be acting in concert. Source: SEBI.
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Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.