Terms and conduct of an offer

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Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
This Practice Note describes the legal issues that may arise where there is a gap in time between exchange/signing (at which time the share purchase...
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9th Nov
Practice notes
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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9th Nov
Practice notes
The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...
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9th Nov
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
This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...
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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
This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...
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9th Nov
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
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
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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9th Nov
Practice notes
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...
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9th Nov
Practice notes
A limited company that proposes to issue redeemable shares must comply with the provisions of the Companies Act 2006 (CA 2006).Why do companies issue...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...
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9th Nov

Most recent Terms and conduct of an offer content

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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19th May
Q&As
Is there a prescribed form of words in order for a transaction to be treated as a takeover offer for the purposes of the statutory squeeze-out...
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Produced in partnership with David Sawtell of 39 Essex Chambers 18th May
Q&As
Can a single takeover offer be given to different shareholders over several days or does it have to be on the same day and in one form of document?See...
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18th May
Q&As
Does a squeeze out notice need to be sent to all dissenting shareholders who have not agreed to the takeover offer or can selected minority...
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Produced in partnership with David Sawtell of 39 Essex Chambers 18th May
Q&As
How are shares held by ‘associates’ of an offeror treated for the purposes of the statutory squeeze-out provisions?The Companies Act 2006 (CA 2006)...
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18th May
Q&As
Does the definition of 'associate' extend to an individual for the purposes of the compulsory squeeze-out provisions in CA 2006, ss 974–982?Your...
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18th May
Q&As
Have you any guidance in respect of recent trends in public M&A deals?Trends in public M&AThe Market Tracker Trend Report provides in-depth analysis...
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18th May
Q&As
Can a majority shareholder arrange for a ‘takeover offer’ to be made by a newco as a means of removing the minority shareholder(s)?The Companies Act...
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18th May
Q&As
How are shares held by an offeror’s parent treated for the purposes of the squeeze-out rights on a takeover?The exercise of squeeze-out rights by an...
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18th May
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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16th May
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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16th May
Practice notes
Market Intelligence—Mergers and acquisitionsJurisdictions coveredThe following jurisdictions are covered in this report:Africa – A Regional Overview;...
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16th May
Practice notes
Preliminary issues and planning on takeover transactionsPrior to an approach—offeree preparationThis Practice Note is part of the Corporate toolkit...
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15th May
Practice notes
Profit forecasts and quantified financial benefits statementsThis Practice Note considers rules in relation to profit forecasts and quantified...
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15th May
Practice notes
Asset valuations on takeover transactionsBackgroundSometimes a party to a takeover transaction may wish to publish an asset valuation during an offer...
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15th May
Practice notes
Other announcements on takeover transactionsThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed...
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15th May
Practice notes
Offer documentation phase on takeover transactionsWhat are the key offer documents?Offer document/scheme circularThis Practice Note is part of the...
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15th May
Practice notes
Due diligence and disclosure phase on takeover transactionsTimingThis Practice Note is part of the Corporate toolkit for public company takeovers. For...
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15th May
Practice notes
Preparing for the due diligence process on takeover transactionsThis Practice Note is part of the Corporate toolkit for public company takeovers. For...
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15th May

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