Takeovers—legal and regulatory

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Practice notes
A guide to share purchase agreementsThis Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited...
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19th May
Practice notes
De facto and shadow directorsDefinition of 'director'The Companies Act 2006 (CA 2006) broadly defines a director as 'any person occupying the position...
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19th May
Practice notes
Tailoring a shelf companyA person wishing to set up a new company has the following options:•they can incorporate a new company in accordance with the...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
G20/OECD Principles of Corporate GovernanceThis Practice Note discusses the Principles of Corporate Governance (Principles) published by the Group of...
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Produced in partnership with Professor Brenda Hannigan of University of Southampton 19th May
Practice notes
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Q&As
Can a capital contribution/gift by a shareholder be treated as distributable reserves?The issue is whether capital contributions or gifts by a...
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Produced in partnership with Brenda Hannigan of Southampton University 19th May
Practice notes
The Transparency DirectiveThis Practice Note provides an overview of the implementation of and key changes introduced by the EU Transparency Directive...
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Produced in partnership with Mr Darragh Connell of Forum Chambers 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Insider listsThis Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope...
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19th May
Practice notes
General meetings—notice requirements for private and unlisted public companiesA general meeting must satisfy certain requirements set out in the...
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19th May
Practice notes
Notifying changes in share capital to Companies House—statement of capitalCoronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some...
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19th May
Q&As
Will a redesignation of shares constitute a variation of class rights?A redesignation of shares involves a change in the name of some or all of a...
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Produced in partnership with Julian Henwood of Gowling WLG 19th May
Q&As
What is the process for a redesignation of shares?This Q&A examines how a company may carry out a redesignation of shares, meaning a change in the...
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19th May
Practice notes
Financial assistance—a quick guideThe Companies Act 2006 (CA 2006) prohibits: •a public company (or its subsidiary) from giving financial assistance...
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19th May

Most recent Takeovers—legal and regulatory content

Practice notes
Reverse takeoversThis Practice Note focuses on the regulatory requirements applicable where a company with a standard or premium listing on the...
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14th Sep
Practice notes
The National Security and Investment Act 2021Scope of the regimeOn 20 July 2021, the Government confirmed that the National Security and Investment...
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14th Sep
Practice notes
National Security and Investment Act—progress trackerThe National Security and Investment Act 2021 (NSI Act) seeks to introduce a mandatory foreign...
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7th Sep
Practice notes
Cross border merger regulations [Archived]NOTE: This archived Practice Note summarises the European regime governing mergers between companies based...
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2nd Sep
Practice notes
National Security and Investment regime—market practice trackerThe National Security and Investment Act 2021 introduces a mandatory foreign direct...
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27th Aug
Practice notes
Non-Code offers—private and unquoted public companiesThe acquisition of a private or unquoted company is typically structured through a contractual...
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21st Aug
Practice notes
Getting the Deal Through: Public M&A 2021Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Austria; Bermuda;...
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18th Aug
Practice notes
Takeovers—glossary of termsReferences in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers...
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12th Aug
Practice notes
Public M&A deals H1 2021—UK—Market Tracker Trend ReportThe Market Tracker trend report provides in-depth analysis of the 22 firm offers, 24 possible...
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12th Aug
Practice notes
Brexit—UK takeover regimeAt 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified...
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12th Aug
Practice notes
The Panel and the regulatory framework of takeoversBrexit impactThe operation of the UK takeover regime has been affected by Brexit, in particular in...
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12th Aug
Practice notes
Dealings in shares—prior to and during an offerBrexit impactThe operation of the UK takeovers regime has been affected by Brexit. For the purposes of...
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12th Aug
Practice notes
Legal and regulatory frameworkBrexit impactThe operation of the UK takeover regime has been affected by Brexit, in particular in the following...
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12th Aug
Practice notes
The changing nature of the UK takeover regime since 2011 [Archived]This Practice Note first appeared as an article titled 'All change at the ToP:...
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Produced in partnership with Leon Ferera and Florian Albert of Jones Day 12th Aug
Practice notes
Accounting issues on mergers and acquisitions—business combinations under IFRS and new UK GAAP (FRS 102)IP COMPLETION DAY: The Brexit transition...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Aug
Practice notes
Disclosure of interests and dealings in shares prior to and during a takeoverBrexit impactThe operation of the UK takeovers regime has been affected...
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12th Aug
Practice notes
Acting in concertProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance...
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12th Aug
Practice notes
Public M&A deals H1 2019—UK—Market Tracker Trend ReportMarket Tracker’s latest trend report, Trends in UK Public M&A deals in H1 2019, examines the...
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12th Aug
Practice notes
What are public to privates and what is the governing regulatory regime?This Practice Note explains what a public to private (P2P) transaction is and...
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12th Aug
Practice notes
Public M&A deals H1 2020—UK—Market Tracker Trend ReportThe Market Tracker trend report provides in-depth analysis of the 12 firm offers and ten...
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Produced in partnership with Giles Distin of Addleshaw Goddard, Simon Wood of Addleshaw Goddard, Alison Smith of Freshfields Bruckhaus Deringer LLP, Selina Sagayam of Gibson Dunn, Leon Ferera of Jones Day, Adam Cain, Julian Stanier, Tom Matthews of White & Case, Dominic Ross of White & Case and Patrick Sarch Partner of White & Case 12th Aug

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