|
City Code On Takeovers And Mergers
The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive. Contents The code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The code also provides an orderly framework within which takeovers are conducted. *Rule 3, who may advise shareholders on offers or approaches *Rule 6, acquisitions requiring offer of a minimum level of consideration *Rule 9, when a mandatory offer is required, and who is responsible to make it *Rule 10, offer can be declared unconditional once the offeror holds over 50% of the voting shares of the offeree *Rule 11, when cash or securities are required as the offer *R ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
London Stock Exchange
London Stock Exchange (LSE) is a stock exchange in the City of London, England, United Kingdom. , the total market value of all companies trading on LSE was £3.9 trillion. Its current premises are situated in Paternoster Square close to St Paul's Cathedral in the City of London. Since 2007, it has been part of the London Stock Exchange Group (LSEG, that it also lists ()). The LSE was the most-valued stock exchange in Europe from 2003 when records began till Autumn 2022, when the Paris exchange was briefly larger, until the LSE retook its position as Europe’s largest stock exchange 10 days later. History Coffee House The Royal Exchange had been founded by English financier Thomas Gresham and Sir Richard Clough on the model of the Antwerp Bourse. It was opened by Elizabeth I of England in 1571. During the 17th century, stockbrokers were not allowed in the Royal Exchange due to their rude manners. They had to operate from other establishments in the vicinity, notably Jona ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
EU Takeover Directive
The Takeover Directive''2004/25/ECis an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the information companies must give to the public about the bid. The most controversial provision, which eventually was made optional, was the requirement of the board of directors of a target company to be neutral in the bid process. Content *art 3, general principles including the equal treatment principle for shareholders *art 4, the requirement on member states for an authority to monitor takeovers (e.g. in the UK, this is the Takeover Panel) *art 5, the requirement to make a mandatory bid for everyone's shares, and giving an equitable price *art 6, minimum requirements for information on a bid being made *art 7, member states can set between 2 and 10 weeks as a limit for the period for acceptance of a bid *art 8, bids should be made public ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Rule 3 Adviser
A Rule 3 adviser in the UK is a firm authorised, under the Takeover Code The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in t ..., to advise the shareholders of a company when there is an offer made for the company. No person who is not so authorised may advise shareholders, especially minority shareholders, on the merits or otherwise of an offer or approach nor deal in the securities involved. An independent adviser, typically an investment bank or firm of accountants, appointed under Rule 3.1 of the Takeover Code, gives advice to the board of the target company as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable and, in fact, their opinion on whether the bidder will be able to implement the bid in full (rule 1). Their advice must be ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Designated Professional Body
According to the UK Financial Conduct Authority The Financial Conduct Authority (FCA) is a financial regulation, financial regulatory body in the United Kingdom, but operates independently of the UK Government, and is financed by charging fees to members of the financial services industry. The ... (FCA), a dedicated professional body is one designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of the Act (Provision of Financial Services by Members of the Professions). The following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226), the Financial Services and Markets Act 2000 (Designated Professional Bodies) (Amendment) Order 2004 (SI 2004/3352) and the Financial Services and Markets Act 2000 (Designated Professional Bodies) (Amendment) Order 2006 (SI 2006/58): * The Law Society of England & Wales; * The Law Society of Scotla ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Mergers And Acquisitions In United Kingdom Law
Mergers and acquisitions in United Kingdom law refers to a body of law that covers companies, labour, and competition, which is engaged when firms restructure their affairs in the course of business. Company law In company law, there are three main areas that regulate mergers and acquisitions (also, reconstructions or takeovers). There are three main areas of law, those to do with schemes of arrangement overseen by a court, those for general reconstructions, demergers, amalgamations and so on that are not overseen by a court, and takeovers, which concern acquisitions of public companies. Scheme of arrangement *Insolvency Act 1986, ss.110–111, on schemes of arrangement or reconstructions *''Bisgood v. Henerson's Transvaal Estates Ltd'' 9081 Ch 743 *''Griffith v. Paget'' (1877) 5 Ch D 894, per Jessel MR *''Re Anglo-Continental Supply Co Ltd'' 9222 Ch 723, per Astbury J Reconstructions *Companies Act 2006, Parts 26 (ss.895–901) and Part 27 (special rules for public companies), ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Takeover Panel
The Panel on Takeovers and Mergers, or more commonly The Takeover Panel, is the United Kingdom's regulatory body charged with the administration of The Takeover Code. It was set up in 1968 and is located in London, England. Its role is to ensure that all shareholders are treated equally during takeover bids. Its main functions are to issue and administer the City Code on Takeovers and Mergers (the "Code") and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids. Powers The Panel is a statutory body under Chapter 1 of Part 28 (sections 942 to 965) of the Companies Act 2006 as amended by The Companies Act 2006 (Amendment of Schedule 2)(No 2) Order 2009. It has established a reputation for giving informed advice in an expert area of regulatory activity. It is the ''de facto'' arbiter of takeover bids and has the support of government and other organisations with ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Hogg V Cramphorn Ltd
''Hogg v Cramphorn Ltd'' 967Ch 254 is a famous UK company law case on director liability. The Court held that corporate directors who dilute the value of the stock in order to prevent a hostile takeover (the poison pill) are breaching their fiduciary duty to the company. Facts Mr Baxter approached the board of directors of Cramphorn Ltd. to make a takeover offer for the company. The directors (including Colonel Cramphorn who was managing director and chairman) believed that the takeover would be bad for the company. So they issued 5707 shares with ten votes each to the trustees of the employee’s welfare scheme (Cramphorn, an employee and the auditor). This meant they could outvote Baxter's bid for majority control. A shareholder, Mr Hogg, sued, alleging the issue of the shares was ''ultra vires''. Cramphorn argued that the directors' actions were all in good faith. It was feared that Mr Baxter would sack many of the workers. Judgment Buckley J, writing for the Court, held ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Howard Smith Ltd V Ampol Petroleum Ltd
''Howard Smith Ltd v Ampol Petroleum Ltd'' is a leading company law case, concerning the duty of directors to act only for "proper purposes". This duty has been codified into the Companies Act 2006 section 171, and arises particularly in cases involving takeover bids. Facts RW Miller was embroiled in a hostile takeover bid, by a large petrol company called Ampol. Ampol already controlled (with an associated company) 55% of the shares. The directors did not want Ampol to buy the shares of RW Miller as Howard Smith had bettered terms for take over by offering employment to the directors even in the future. So the directors of RW Miller issued $10m of new shares. They said it was to finance the completion of two tankers. The shares were given to Howard Smith Ltd who were going to take over RW Miller, and that blocked Ampol’s rival bid. Without the issue, Howard Smith Ltd had no hope of succeeding in taking over the company. But with the new issue, Ampol could not complete its acq ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Imperial Group Pension Trust Ltd V Imperial Tobacco Ltd
''Imperial Group Pension Trust Ltd v Imperial Tobacco Ltd'' 9911 WLR 589 is an English trust law case, especially relevant for UK labour law and UK company law, concerning pension funds and the implementation of a poison pill. Facts The Imperial Tobacco pension trust committee asked the court whether the wording of rule 64A of the pension scheme could be varied with the company management’s consent. This said that members’ benefits ‘shall be increased by at least the lesser of’ 5% pa or the Retail Price Index. That provision was introduced following an amendment under rule 36 that said the committee could make amendment following the company management’s consent. Imperial Tobacco had been taken over by Hanson Trust plc, and the rule 64A was introduced as an apparent poison pill, because the previous position was that employees’ pensions were only updated ad hoc and usually below inflation. This accompanied the automatic closure of the existing scheme to new entrant ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Shareholder Rights Plan
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover. In the field of mergers and acquisitions, shareholder rights plans were devised in the early 1980s as a way to prevent takeover bids by taking away a shareholder's right to negotiate a price for the sale of shares directly. Typically, such a plan gives shareholders the right to buy more shares at a discount if one shareholder buys a certain percentage or more of the company's shares. The plan could be triggered, for instance, if any one shareholder buys 20% of the company's shares, at which point every shareholder (except the one who possesses 20%) will have the right to buy a new issue of shares at a discount. If all other shareholders are able to buy more shares at a discount, such purchases would dilute the bidder's interest, and the cost of the bid would rise substantially. Knowing that such a plan could be activated, th ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
R V Panel For Takeovers And Mergers Ex P Datafin
''R v Panel on Take-overs and Mergers; Ex parte Datafin plc'' 987QB 815 is a UK constitutional law, company law and administrative law case of the Court of Appeal. It extended the scope of judicial review in English law to private bodies exercising public functions. Before ''Datafin'', only bodies established by statute could be judicially reviewed, while private bodies could only be sued for their actions in contract or tort law. Facts The Panel on Take-overs and Mergers is the City of London's self-regulating mechanism for dealing with mergers and acquisitions. The applicant complained about a breach of the Panel code by another company involved in the process and were unhappy with the Panel's decision. The case ended up in the Court of Appeal, due to the fact that the High Court felt that it had before it a matter that was outside its jurisdictional reach. Because it considered that the defendant wasn't amenable to judicial review, it wasn't able to grant the claimant the ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
PL Davies
Paul Lyndon Davies QC, FBA (born 24 September 1944) is Allen & Overy Professor of Corporate Law Emeritus at the University of Oxford, Emeritus Fellow of Jesus College, Oxford and Emeritus Professor of Law at the London School of Economics, where he was the Cassel Professor of Commercial Law from 1998 to 2009. He is an honorary Bencher of Gray’s Inn. Career Davies was a Fellow of Balliol College, Oxford and has held visiting positions at Yale and the University of Bordeaux, Paris, Bonn and a number of universities in South Africa. Davies is a founder member and Fellow of the European Corporate Governance Institute. In 2000, Davies was elected a Fellow of the British Academy in 2000. He is an expert in company law and labour law, having written numerous widely cited articles and some of its most respected and successful texts, including ''Gower and Davies Principles of Modern Company Law'' (9th edition, 2012). Outside academic work Davies was a member of the Company Law Revi ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
