Public company takeovers (Schemes)

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Practice notes
Form of transfer of sharesThere are a number of circumstances in which shares in a company may be transferred, eg upon a sale of the shares, through...
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19th May
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What is the definition of body corporate as used in s 1159 of the Companies Act 2006?Section 1159 of the Companies Act 2006 (CA 2006), for the...
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Practice notes
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Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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19th May
Practice notes
Payments for a director’s loss of officeThe Companies Act 2006 (CA 2006) contains provisions relating to payments made by a company to a director as...
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19th May
Practice notes
Private companies limited by sharesWhat is a private company limited by shares?A private company limited by shares is a legal entity which is separate...
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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
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
Equity warrants—private companyThis Practice Note provides an overview of equity warrants in the context of private company investment. Listed equity...
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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
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
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
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
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
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

Most recent Public company takeovers (Schemes) content

Practice notes
Public takeovers: Employees and employee representativesBackgroundAlthough all employees of an offeree are likely to have a strong interest in the...
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5th Jun
Practice notes
Public M&A deals H1 2014—UK—Market Tracker Trend ReportThis report provides an in-depth analysis of 39 firm and...
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5th Jun
Practice notes
Takeover Code—Rule 29—Asset valuationsThis Resource Note outlines the main provisions of Rule 29 of The City Code on Takeovers and Mergers (Code),...
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5th Jun
Practice notes
Provision of information during an offerThe rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an...
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5th Jun
Practice notes
Schemes of arrangement—advantages and disadvantagesIn recent years, schemes have been the structure of choice for the majority of offerors...
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5th Jun
Practice notes
Takeover Code—Rule 37—Redemption or purchase by a company of its own securitiesThis Resource Note outlines the main provisions of Rule 37 of The City...
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5th Jun
Practice notes
Public M&A deals 2020—UK—Market Tracker Trend ReportThe Market Tracker trend report provides in-depth analysis of the 42 firm offers, 45 possible...
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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 Jun
Practice notes
Structuring a takeover—offers vs schemes of arrangementThis Practice Note contrasts and compares the principal features of the two most commonly...
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Produced in partnership with Julian Henwood of Gowling WLG 5th Jun
Practice notes
Break fees, deal protection measures and other offer-related arrangementsThis Practice Note considers the prohibition on break fees and other deal...
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5th Jun
Precedents
Irrevocable undertaking—shareholder—scheme of arrangementThe Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert...
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5th Jun
Precedents
Scheme document—scheme of arrangementIN THE HIGH COURT OF JUSTICEBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALESCOMPANIES COURT (ChD)No. [This...
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5th Jun
Precedents
Notice of general meeting—offeree—transfer schemeNotice of general meeting[Insert offeree name] PLC(registered in England and Wales No. [insert...
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5th Jun
Precedents
Notice of court meeting—schemeNotice OF COURT MEETINGIn the high court of justiceBUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES companies court...
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5th Jun
Precedents
Section 793 notice—request for information[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of...
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5th Jun
Precedents
Rule 2.7 (firm intention) announcement—scheme of arrangementBrexit impact: The operation of the UK takeover regime has been affected by Brexit. For...
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5th Jun
Precedents
Scheme document—definitionsDEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the...
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5th Jun
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,...
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5th Jun
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...
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5th Jun
Precedents
Director’s power of attorney1By this power of attorney made on [insert date] I, [insert name of director] of [insert address of director], being a...
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5th Jun
Precedents
Scheme document—additional informationPART [Seven]ADDITIONAL INFORMATION1Responsibility1.1The [Offeree] Directors whose names are set out in paragraph...
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5th Jun

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