Preliminary issues

Preliminary issues guidance:

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...

Precedents

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...

Precedents

This Practice Note considers the general prohibition on break fees and other deal protection measures (or ‘offer-related arrangements’) introduced in September 2011 by...

Practice Note

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....

Practice Note

Preliminary considerations This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. An offeror or potential...

Practice Note

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...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...

Precedents

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

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:...

Precedents

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...

Practice Note

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...

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:...

Precedents

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note:...

Precedents

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]...

Precedents

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...

Precedents

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

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...

Practice Note

[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...

Precedents

[Insert name of company] [Insert address of company] [Insert fax number of company] [Insert email address of company] [Insert name of recipient and/or job title, if...

Precedents

Stakebuilding This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. An offeror may seek to acquire an initial...

Practice Note

This Practice Note contrasts and compares the principal features of the two most commonly utilised transaction structures for the acquisition of a UK public limited...

Practice Note

Offer vs scheme This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. There are two primary methods of...

Practice Note
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