Corporate weekly highlights—25 October 2018

Corporate weekly highlights—25 October 2018

This week’s edition of Corporate highlights includes an examination of the Takeover Panel’s consultation on asset valuations under Rule 29 of the Takeover Code (including market commentary from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn), new GC100 guidance on directors’ statutory duty under section 172 of the Companies Act 2006 and the Financial Reporting Council’s findings regarding its annual review of corporate governance and reporting in the 2017–2018 period.

In this issue:

Public company takeovers

Takeover Panel seeks to provide clarity on treatment of asset valuations

Corporate analysis: On 17 October 2018, the Code Committee of the Takeover Panel (Code Committee) published a consultation paper on proposed amendments to Rule 29 of the Takeover Code (Code), which relates to asset valuations (PCP 2018/1). The analysis examines the Code Committee’s proposals and includes market commentary from Selina Sagayam, Head of UK Transactional Practice Development at Gibson Dunn.

Rule 29 of the Code requires that when a valuation of assets is given in connection with an offer, it should be supported by the opinion of a named independent valuer. The rationale for this rule is that if a valuation of assets is given in connection with an offer, it is likely to be of such fundamental importance to shareholders’ decisions on the offer that they should have the benefit of an opinion on the valuation from an expert valuer of appropriate independence and competence.

The Code Committee has undertaken a review into the purpose and operation of Rule 29. It generally agrees with the way

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