Takeovers—legal and regulatory

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Practice notes
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public...
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9th Nov
Practice notes
A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
Practice notes
A director who is in any way, directly or indirectly, interested in:•a proposed transaction or arrangement with the company of which they are a...
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9th Nov
Practice notes
This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase...
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9th Nov
Practice notes
BREXIT IMPACT: The law as set out in this Practice Note may be affected by Brexit. For further details on the potential impact of Brexit, see Impact...
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9th Nov
Practice notes
This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...
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9th Nov
Practice notes
What is a company's constitution?A company’s 'constitution' is defined under the Companies Act 2006 (CA 2006) as including:•the company’s articles of...
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9th Nov

Most recent Takeovers—legal and regulatory content

Practice notes
The National Security and Investment Act 2021 introduces a mandatory foreign direct investment (FDI) notification regime in the UK for transactions in...
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7th May
Practice notes
This Practice Note focuses on the regulatory requirements applicable where a company with a standard or premium listing on the Official List of the...
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6th May
Practice notes
The National Security and Investment Act 2021 (NSI Act) seeks to introduce a mandatory foreign direct investment (FDI) notification regime in the UK...
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5th May
Practice notes
If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...
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4th May
Practice notes
The acquisition of a private or unquoted company is typically structured through a contractual arrangement documented in a sale and purchase agreement...
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29th Apr
Practice notes
Brexit impactThe operation of the UK takeover regime has been affected by Brexit, in particular in the following areas:•the loss of the ability to...
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29th Apr
Practice notes
References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code) and references to the...
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27th Apr
Practice notes
STOP PRESS: The law and practice referred to in this Practice Note may be impacted by Brexit. For further information on the potential impact, see:...
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Produced in partnership with Suzanne Rab of Serle Court 26th Apr
Practice notes
NOTE: This archived Practice Note summarises the European regime governing mergers between companies based in at least two different member states of...
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23rd Apr
Practice notes
This Market Tracker trend report, produced in association with White & Case and Activist Insight, with contributions from UBS Investment Bank,...
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21st Apr
Practice notes
Jurisdictions coveredThe following jurisdictions are covered in this report:Africa – A Regional Overview; Argentina; Austria; Czech Republic; Egypt;...
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9th Apr
Practice notes
Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Bermuda; Brazil; Bulgaria; Canada; China; Denmark; Egypt;...
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9th Apr
Practice notes
A ‘merger’ may fall within the EU merger rules and require notification to the European Commission if at least two parties to the transaction generate...
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8th Apr
Practice notes
Brexit impactThe operation of the UK takeover regime has been affected by Brexit, in particular in the following areas:•the loss of the ability to...
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8th Apr
Practice notes
Market Tracker’s latest trend report, Trends in UK Public M&A deals in H1 2019, examines the current trends in the UK public mergers and acquisitions...
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8th Apr
Practice notes
The Market Tracker trend report provides in-depth analysis of the 42 firm offers, 45 possible offers and 13 formal sale processes and/or strategic...
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Produced in partnership with Giles Distin of Addleshaw Goddard, Simon Wood of Addleshaw Goddard, Simon Allport of Bird & Bird, Alison Smith of Freshfields Bruckhaus Deringer LLP, Selina Sagayam of Gibson Dunn, Adam Cain, Julian Stanier, Tom Matthews of White & Case, Dominic Ross of White & Case and Patrick Sarch Partner of White & Case 8th Apr
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...
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8th Apr
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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Produced in partnership with Tessa Park of Moore Kingston Smith 8th Apr
Practice notes
This Practice Note explains what a public to private (P2P) transaction is and the applicable UK regulatory regime. It also considers specific issues a...
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8th Apr
Practice notes
The Market Tracker Trend Report provides in-depth analysis of the 52 firm and possible offers announcements made for companies subject to the Takeover...
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8th Apr

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