Public company takeovers (Schemes)

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Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Analysing the FCA’s proposed changes to the Listing Rules for special purpose acquisition companies (SPACs)

The following Corporate news provides comprehensive and up to date legal information on Analysing the FCA’s proposed changes to the Listing Rules for special purpose acquisition companies (SPACs)

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Market Tracker daily deal round-up

The following Corporate news provides comprehensive and up to date legal information on Market Tracker daily deal round-up

Featured Corporate content

Scrip dividends

Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, the London Stock Exchange released a notice to give companies guidance on the...

A company’s constitution

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...

Registration of company charges

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...

Comfort letters in a US IPO

This Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a company preparing to offer...

Practice notes

A guide to share purchase agreements

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...

9th Nov

Practice notes

Declaration of a director's interests—the statutory provisions

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...

9th Nov

Practice notes

The Duomatic principle

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...

Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan

Precedents

Anti-embarrassment clause—share purchase agreement

Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Insider lists

This Practice Note considers the obligation of an issuer who issues or proposes to issue financial instruments which are within the scope of the...

9th Nov

Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

Private equity investment—ratchets

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...

9th Nov

Practice notes

A guide to cash box placings

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...

Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan

In-house

Practice notes

Joint shareholders

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...

9th Nov

Practice notes

Issues arising where there is split exchange and completion—share and asset purchases

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...

9th Nov

Practice notes

Most favoured nation provisions and their use in private equity funds

IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...

Produced in partnership with William Jones of RPC 12th Jan

Practice notes

Breaching the articles of association

This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...

9th Nov

In-house

Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...

9th Nov

In-house

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

Precedents

Exclusivity letter—private M&A—share purchase

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

9th Nov

Practice notes

Corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...

9th Nov

Most recent Public company takeovers (Schemes) content

Practice notes

National Security and Investment Act—progress tracker

The National Security and Investment Act 2021 (NSI Act) seeks to introduce a mandatory foreign direct investment (FDI) notification regime in the UK...

5th May

Practice notes

The EU merger investigation process

If a transaction falls under the concept of a notifiable ‘concentration’ within the meaning of the EU Merger Regulation and meets the EU Merger...

4th May

Precedents

Board minutes—takeover—approving offer documentation—offeror

[insert company name][LIMITED OR PLC]Minutes of a meeting of [a committee of] the board of directors of [insert full name of company] (the...

30th Apr

Precedents

Board minutes—takeover—approving offer documentation—offeree

[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board of directors of [insert full name of offeree] (the...

30th Apr

Precedents

Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror

[insert company name][LIMITED OR PLC]Minutes of a meeting of the board of directors of [insert full name of company] (the Company)held at [insert...

30th Apr

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 board of directors of [insert full name of offeror] (the...

30th Apr

Precedents

Board minutes—takeover—making scheme effective—offeree

[insert name of offeree] PLCMinutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company)held at...

30th Apr

Practice notes

Announcements

The City Code on Takeovers and Mergers (Code) is the principal source of rules governing:•the timing, manner and specific content of announcements...

29th Apr

Practice notes

Options, convertibles and other securities

Rules 14 and 15 of the Takeover Code (Code) deal with the situation where an offer (principal offer) is made for equity shares of an offeree which has...

29th Apr

Practice notes

Takeover Code—Rule 31—Offer timetable and revision

This Resource Note outlines the main provisions of Rule 31 of The City Code on Takeovers and Mergers (Code), which deals with the offer timetable...

29th Apr

Practice notes

The Panel and the regulatory framework of takeovers

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...

29th Apr

Practice notes

The offer timetable—before 5 July 2021

This Practice Note discusses the offer timetable for firm offers announced before 5 July 2021. It covers matters such as the 28-day ‘put up or shut...

29th Apr

Precedents

Rule 2.7 (firm intention) announcement—scheme of arrangement

Brexit impact: The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Precedent, the principal change is that...

29th Apr

Precedents

Rule 2.4 (possible offer) announcement—offeror—prior to approach

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD...

29th Apr

Precedents

Rule 2.4 (possible offer) announcement—offeree—following an approach (Rule 2.2(c))

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD...

29th Apr

Practice notes

Takeovers—glossary of terms

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...

27th Apr

Practice notes

Preliminary issues for an offeree to consider following an approach

This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preliminary issues an offeree will...

27th Apr

Practice notes

Provision of information during an offer

The rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an offer play an important role in the proper...

27th Apr

Practice notes