Terms and conduct of a scheme

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Practice notes
Protection of minority members—a quick guideA minority member in a company does not have much power to influence its management or any majority...
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19th May
Precedents
This Deed is made on [insert date]Parties1[Name of company in which the shares are held] incorporated in England and Wales under number [company...
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19th May
Practice notes
The Quoted Companies Alliance (QCA) Corporate Governance CodeThe Quoted Companies Alliance (QCA) is an independent membership organisation that...
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19th May
Practice notes
Directors’ decision-making—written resolutions and decisions by sole directorsThis Practice Note outlines the written resolution method directors may...
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19th May
Practice notes
Disclosure Guidance and Transparency Rules trackerLast updated March 2021Tracker overviewThis Disclosure Guidance and Transparency Rules (DTR) tracker...
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19th May
Practice notes
Continuing obligations—vote holder and issuer notification rules (DTR 5)This Practice Note focuses on the notification obligations of holders of...
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19th May
Practice notes
The effect of a private company redemption of shares, including post-redemption stepsCoronavirus (COVID-19): Following the coronavirus (COVID-19)...
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19th May
Q&As
Can a company with Table A articles conduct board meetings via telephone?Companies should comply with their articles of association in relation to the...
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19th May
Practice notes
Class 1 transactions—fundamentalsThis document provides accessible practical guidance and links to more comprehensive content in relation to class 1...
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19th May
Practice notes
Payments for a director’s loss of office—transfer of an undertakingThe Companies Act 2006 (CA 2006) contains provisions that require payments made by...
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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
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
Quasi-loans to directors, connected persons and related arrangements—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains...
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19th May
Practice notes
Drafting and negotiating ancillary documents in a share purchase transactionThis Practice Note is part of the Share purchase transaction toolkit.In...
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19th May
Practice notes
Class rights and variation of class rightsA company having a share capital may have separate classes of shares. As a general rule, a type of share...
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19th May
Precedents
Project [insert project name]Prepared for [Insert addressee name][Insert date of report]INDEXReportA. IntroductionB. Executive summaryC. Detailed...
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19th May

Most recent Terms and conduct of a scheme content

Precedents
Scheme document—explanatory statementExplanatory statement(in compliance with section 897 of the Companies Act 2006)[insert name of offeree’s...
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5th Jun
Practice notes
Schemes of arrangement—procedureProduced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the...
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5th Jun
Precedents
Website disclaimer—takeover offer[Recommended cash offer OR Offer] (Offer) for [Insert name of offeree] (Offeree) by [insert name of offeror]...
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5th Jun
Precedents
Announcement declaring result of court meeting and general meeting—takeoverNot for release, publication or distribution (in whole or in part, directly...
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5th Jun
Practice notes
Securities exchange offers on takeover transactionsThis Practice Note considers the key issues arising on a takeover structured as a securities...
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5th Jun
Practice notes
Schemes of arrangement—nature and key statutory requirementsProduced with input from Rebecca Cousin of Slaughter and May on market practice.This...
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5th Jun
Precedents
Scheme document—offeree chair’s letterLetter from the chair of [Insert name of offeree company] plc(incorporated in [England and Wales] with...
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5th Jun
Practice notes
Voluntary, partial and tender offersThere are two principal ways for an offeror to implement a public takeover of an English company:•an offeror may...
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5th Jun
Practice notes
Offeror and offeree documentsThe number and type of documents sent to shareholders during the course of a takeover will depend significantly on its...
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5th Jun
Practice notes
Takeovers—cash confirmation requirementsIt is a fundamental concept of the City Code on Takeovers and Mergers (Code) that an offeror should announce a...
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5th Jun
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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5th Jun
Precedents
Rule 2.4 (possible offer) announcement—offeror—prior to approachNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR...
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5th Jun
Practice notes
Post-offer restrictions under the Takeover CodeIn order to effectively and fairly regulate takeovers of public companies, the City Code on Takeovers...
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5th Jun
Precedents
Request under Rule 21.3 of the Takeover Code for information supplied to competing bidders[Letterhead of offeror’s financial adviser]The...
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5th Jun
Practice notes
Scheme circularThis Practice Note is part of the Corporate toolkit for public company takeovers.Both the offeror and offeree will need to make...
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5th Jun
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...
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5th Jun
Practice notes
Takeovers: overseas shareholdersWhen intending to launch a bid for a potential offeree, the offeror and its advisers may be obliged to consider the...
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5th Jun
Practice notes
Mandatory offersProduced with input from Rebecca Cousin of Slaughter and May on market practice.Changes to the CodeIn March 2021 the Panel on...
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5th Jun
Practice notes
Conditions, pre-conditions and terms to an offerThis Practice Note looks at conditions, pre-conditions and terms typically included in public company...
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5th Jun
Practice notes
Options, convertibles and other securitiesRules 14 and 15 of the Takeover Code (Code) deal with the situation where an offer (principal offer) is made...
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5th Jun

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