Memorandum prepared by [name of Firm] For the directors [and other officers] of [insert company name] plc (the Company) In connection with a [possible] takeover bid for...
Memorandum prepared by [Name of Firm] For the directors [and other officers] of [insert company name] (the Company) In connection with a [possible] takeover bid by the...
This Practice Note considers the general prohibition on break fees and other deal protection measures (or ‘offer-related arrangements’) introduced in September 2011 by...
At 11pm UK time on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the UK and the EU....
Preliminary considerations This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. An offeror or potential...
Produced in partnership with Julian Henwood of Gowling WLG DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...
Brexit impact The operation of the UK takeovers regime may be affected by Brexit. For the purposes of this note, the principal change relates to the companies to which...
Brexit impact The operation of the UK takeovers regime may be affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK takeover regime. For the...
This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It is usual for some of the conditions to the offer to...
This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. Once the parties have agreed the broad terms of a...
Timing This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It is a fundamental concept of the Code that an...
This Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of due diligence, its potential scope, the approach...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, discusses some of the main defensive tactics an offeree might seek to...
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...
To: The Directors [insert offeror/offeree's name] [insert address] [insert date] Dear Directors Proposed acquisition of [name of offeree] ([Offeree]) by [name of offeror]...
References to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to the Companies Act 2006. No.Document titleCode/statutory...
Prior to an approach—offeree preparation This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. There are a...
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preliminary issues an offeree will need to consider...
Produced with input from Rebecca Cousin of Slaughter and May on market practice. Background Public company takeovers in the UK are highly regulated transactions and...
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preparatory actions a quoted company may take so as to...
The reporting process This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. Each adviser engaged to conduct...
[Letterhead of offeror’s financial adviser] The Directors [insert name of offeree’s financial adviser] [insert address] [insert date] Dear Directors Rule 21.3 of the City...