Takeovers: Law and Practice Second edition

Takeovers: Law and Practice Second edition
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This practical title provides a comprehensive statement of the legal considerations applicable to the takeover of a public company in the UK.

Written by leading practitioners in the field, it covers the regulatory framework and the way in which takeovers work in practice (including tax and accountancy, employment and competition issues); with detailed exposition of the relevant company law considerations, merger control processes, Takeover Directives, disclosure and transparency rules, EU regulations and much more including a new chapter on pensions.

This second edition guides you thoroughly through all the steps required in a takeover, including in-depth coverage of areas such as schemes of arrangement, directors' duties and compulsory acquisitions.

An essential work for anyone involved, or about to be involved, in mergers and acquisitions, it includes broad commentary on EU regulations and their impact within the UK market.


What is new to Takeovers: Law and Practice Second edition

  • Companies Act 2006
  • Takeover Directive
  • Disclosure & Transparency Rules
  • Abolitions of Rules governing substantial acquisitions of shares
  • Changes to code to provide for disclosures of dealings in derivatives
  • Schemes
  • Changes to Code following consultation
  • Developments of practice (competing schemes, implementation agreements)
  • Prospectus Directive
  • Tables of references to Code rules


1. Regulatory framework
2. Structuring takeovers and mergers;
3. Pre-announcement steps, approach and announcements
4. The offer timetable
5. Conditions
6. Mandatory offers
7. Restrictions on and disclosure of share dealing
8. Information requirements
9. Equality of treatment
10. Bid defence, deal protection and directors' duties
11. Types of consideration
12. Takeovers by Scheme of arrangement
13. Alternative takeover and merger structures
14. Compulsory Acquisition
15. Takeover Directive
16. Employee issues
17. Pensions chapter
18. Merger Control and the Code
19. EC merger control regime
20. UK merger control
21. Accounting for acquisitions and mergers


General Editors: James Palmer and Stephen Wilkinson, Herbert Smith Freehills

Contributors include: Charles Bankes, Simmons & Simmons; Mark Gearing, Allen & Overy; Morven Hadden, Competition Commission; Martin Nelson-Jones, Freshfields; Nicholas Rumsby, Linklaters; Nicholas Stretch, CMS Cameron McKenna LLP; and a team from Herbert Smith Freehills

1706 : 8850