Terms and conduct of an offer

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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 Terms and conduct of an offer content

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
Q&As
What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?Fairness opinionA ‘fairness...
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18th Aug
Precedents
Form of Instruction—general offerThis form is important and requires your immediate attentionIf you are in any doubt about the Offer, the contents of...
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15th Aug
Practice notes
Share incentives in quoted companies—takeovers by way of an offerWhat are the offeror's obligations in relation to the target company's share plan...
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15th Aug
Precedents
Rule 15 letter—general offerTHIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the action you...
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15th Aug
Practice notes
Share incentives considerations on a public-to-private takeoverStructure of public-to-private takeoversA public to private transaction is one where an...
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15th Aug
Precedents
Irrevocable undertaking—shareholder—takeover offerThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of...
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12th Aug
Precedents
Offer document—further terms of the Offer (Appendix 1, Parts B, C and D)Part BBrexit impact: The operation of the UK takeover regime has been affected...
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12th Aug
Precedents
Rule 17.1 (extension of offer) announcementChanges to the CodeIn March 2021 the Takeover Panel confirmed that it was proceeding with amendments to the...
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12th Aug
Precedents
Board minutes—takeover—response to offer document—offeree[insert name of offeror][PLC OR Limited]Minutes of a meeting of [a committee of] the board of...
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12th Aug
Precedents
Publication of offer document announcementNot for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from...
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12th Aug
Precedents
Board minutes—takeover—completion of purchase of minority shareholders (‘squeeze-out’)—offeror[insert name of offeror]Minutes of a meeting of [a...
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12th Aug
Precedents
Announcement declaring offer wholly unconditionalChanges to the CodeIn March 2021 the Takeover Panel confirmed that it would be proceeding with...
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12th Aug
Precedents
List of documents—takeover by way of offerReferences to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to...
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12th Aug
Precedents
Board minutes—takeover—approving offer documentation—offeree[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board...
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12th Aug
Precedents
Co-operation agreement (with reverse break fee)—takeoverThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
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12th Aug
Precedents
Offeree defence document—additional information and definitionsPart 2Additional information 1ResponsibilityThe Directors each accept responsibility...
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12th Aug
Precedents
Offer document—Part I—offeree chair’s letterPart [I]Letter from the chair of [offerEE] (incorporated in [England and Wales] with registered number...
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12th Aug
Precedents
Board minutes—takeover—settlement of offer consideration—offeror[insert name of offeror] [PLC OR LIMITED]Minutes of a meeting of [a committee of] the...
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12th Aug
Precedents
Form of acceptanceThis form is important and requires your immediate attentionIf you are in any doubt about the Offer, the contents of the Offer...
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12th Aug

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