Public company takeovers (Schemes)

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Practice notes
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...
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9th Nov
Practice notes
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...
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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
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to 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
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
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...
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9th Nov
Practice notes
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...
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Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells 12th Jan
Practice notes
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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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
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
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
Precedents
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...
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9th Nov
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Precedents
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...
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9th Nov

Most recent Public company takeovers (Schemes) content

Practice notes
This Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of due diligence, its potential...
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27th Jan
Practice notes
In order to effectively and fairly regulate takeovers of public companies, the City Code on Takeovers and Mergers (Code) sets out a very clear...
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27th Jan
Practice notes
This Practice Note considers rules in relation to profit forecasts and quantified financial benefits statements (QFBSs) under the Takeover Code...
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27th Jan
Practice notes
BackgroundSometimes a party to a takeover transaction may wish to publish an asset valuation during an offer period or a party may have a valuation on...
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27th Jan
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preparatory actions a quoted...
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27th Jan
Practice notes
This Practice Note considers the general prohibition on break fees and other deal protection measures (or ‘offer-related arrangements’) introduced in...
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27th Jan
Practice notes
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...
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27th Jan
Practice notes
There are two principal ways for an offeror to implement a public takeover of an English company:•an offeror may make a takeover offer to shareholders...
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27th Jan
Practice notes
This Practice Note first appeared as an article titled 'All change at the ToP: taking stock of the changing nature of the UK takeover regime' in the...
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Produced in partnership with Leon Ferera and Florian Albert of Jones Day 26th Jan
Precedents
This Loan Note Instrument is made on [insert day and month] 20[insert year]by1[insert name of offeror], incorporated in England and Wales under number...
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26th Jan
Precedents
1By this power of attorney made on [insert date] I, [insert name of director] of [insert address of director], being a director of [insert company...
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26th Jan
Precedents
[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe Directors[insert offeree name] plc[insert offeree address]Date: [insert...
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Produced in partnership with Julian Henwood of Gowling WLG 26th Jan
Precedents
This Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of offeror] incorporated in [England and Wales] under number...
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26th Jan
Practice notes
This Market Tracker trend report, produced in association with White & Case and Activist Insight, with contributions from UBS Investment Bank,...
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26th Jan
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note explains the nature of a scheme of arrangement in a...
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25th Jan
Practice notes
The Market Tracker Trend Report provides in-depth analysis of the 52 firm and possible offers announcements made for companies subject to the Takeover...
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18th Jan
Practice notes
The Market Tracker trend report provides in-depth analysis of the 42 firm and 49 possible offers announcements made for companies subject to the...
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18th Jan
Practice notes
This report aims to provide an insight into trends in public M&A activity in 2014 and takes a look at what we might expect to see in the coming year....
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18th Jan
Practice notes
This report provides an in-depth analysis of 39 firm and possible offer announcements. Top...
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18th Jan
Practice notes
IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...
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Produced in partnership with Tessa Park of Moore Kingston Smith 18th Jan

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