Takeovers—legal and regulatory

View Corporate by content type:

Practice notes

Precedents

Q&As

News

Latest Corporate News

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

Future of e-signatures for real estate, corporate and finance transactions

The following Banking & Finance news provides comprehensive and up to date legal information on Future of e-signatures for real estate, corporate and finance transactions

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...

Directors’ remuneration

Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a...

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...

Alternate directors

This Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and authority to bind...

Practice notes

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...

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

Practice notes

Intention to float announcements in Main Market and AIM IPOs

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...

Produced in partnership with Louise Wolfson. 12th Jan

Practice notes

Unregistered companies

What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...

9th Nov

In-house

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan

Practice notes

The Prospectus Regulation—key changes in comparison to the Prospectus Directive regime

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....

9th Nov

Practice notes

Amending the articles of association

This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...

9th Nov

Practice notes

Class rights and variation of class rights

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...

9th Nov

In-house

Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

9th Nov

Practice notes

The Quoted Companies Alliance (QCA) Corporate Governance Code

The Quoted Companies Alliance (QCA) is an independent membership organisation that champions the interests of small to mid-sized quoted companies. One...

9th Nov

Practice notes

Demergers—an introduction for corporate lawyers

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...

9th Nov

Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

Please note that this precedent is for information only and is a memorandum setting out the details of the Model Code that was contained in the...

9th Nov

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

Most recent Takeovers—legal and regulatory content

Practice notes

Cross border merger regulations [Archived]

NOTE: This archived Practice Note summarises the European regime governing mergers between companies based in at least two different member states of...

24th Feb

Practice notes

Schemes of arrangement—procedure

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the detailed procedures to be followed to...

22nd Feb

Practice notes

The UK merger investigation process

The UK merger regime is voluntary, which means that if a transaction falls within the scope of the UK merger rules, there is no requirement to seek...

22nd Feb

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...

22nd Feb

Practice notes

A 'relevant merger situation' under UK merger rules

The merger control rules of the UK are contained in the Enterprise Act 2002, as amended. Under the UK merger control rules, the Competition and...

22nd Feb

Practice notes

Dealings in shares—prior to and during an offer

Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For the purposes of this note, the principal change relates to the...

18th Feb

Practice notes

Disclosure of interests and dealings in shares prior to and during a takeover

Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK...

18th Feb

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...

18th Feb

Practice notes

Getting the Deal Through: Public M&A 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Bermuda; Brazil; Bulgaria; Canada; China; Denmark; Egypt;...

17th Feb

Practice notes

Market Intelligence—Mergers and acquisitions

Jurisdictions coveredThe following jurisdictions are covered in this report:Africa – A Regional Overview; Argentina; Austria; Czech Republic; Egypt;...

17th Feb

Q&As

If a public company re-registers as a private company to take advantage of the rules on financial assistance for the acquisition of its own shares, is the company allowed to subsequently re-register as a public company (after the financial assistance and acquisition have taken place)?

Section 678(1) of the Companies Act 2006 (CA 2006) provides that where a person is acquiring or proposing to acquire shares in a public company, it is...

15th Feb

Practice notes

Merger control and the Takeover Code

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:...

Produced in partnership with Suzanne Rab of Serle Court 15th Feb

Practice notes

Amendments to the Takeover Code (September 2011) [Archived]

This Practice Note summarises the important amendments made to the City Code on Takeovers and Mergers (Code) in September 2011. The changes were...

14th Feb

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...

14th Feb

Practice notes

Public M&A deals 2020—UK—Market Tracker Trend Report

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...

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 5th Feb

Practice notes

Public M&A deals 2019—UK—Market Tracker Trend Report

The Market Tracker trend report provides in-depth analysis of the 66 firm offers and 45 possible offers made for quoted companies subject to the...

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, Patrick Sarch Partner of White & Case and Simon Allport of Bird & Bird 2nd Feb

Practice notes

Public M&A deals H1 2020—UK—Market Tracker Trend Report

The Market Tracker trend report provides in-depth analysis of the 12 firm offers and ten possible offers made for Main Market and AIM companies...

Practice notes

Acting in concert

Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note summarises the rules and guidance in relation to...

2nd Feb

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 the applicable UK regulatory regime. It also considers specific issues a...

1st Feb

Practice notes

Brexit—UK takeover regime

At 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the...

1st Feb

Brexit