Public company takeovers (Schemes)

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Practice notes
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Practice notes
Separate legal personality and the corporate veilCorporate legal personality—the Salomon principleA properly formed registered company is a separate...
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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
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
DTR Resource Note—DTR 5—Vote Holder and Issuer Notification RulesThis Resource Note outlines the main provisions of Chapter 5 of the Disclosure...
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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
The Prospectus Regulation—key changes in comparison to the Prospectus Directive regimeThis Practice Note provides an overview of the implementation of...
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19th May
Practice notes
Alternate directorsThis Practice Note considers the appointment and removal of alternate directors, their status, powers, duties and liabilities and...
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19th May
Practice notes
Non-executive directors—independenceThe concept of independence is key to provisions in the UK Corporate Governance Code (UKCG Code) on board...
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Produced in partnership with Advanced Boardroom Excellence 19th May
Practice notes
Sub-division and consolidation of sharesIP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period...
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19th May
Practice notes
Takeover Code—Rule 3—Independent adviceThis Resource Note outlines the main provisions of Rule 3 of The City Code on Takeovers and Mergers (Code),...
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19th May
Practice notes
Break fees—share purchaseThe nature and purpose of break feesBreak fees are generally designed to compensate one party’s legal and professional costs...
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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
Q&As
Is it possible to make a manuscript amendment to the consideration clause of a stock transfer form after signature?The correct process to be followed...
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19th May

Most recent Public company takeovers (Schemes) content

Precedents
Proxy form for court meeting—schemeForm of proxy for use at the meeting of the members of [insert name of offeree] PLC (the Company) convened by the...
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5th Jun
Precedents
Announcement of scheme becoming effective—takeoverNot for release, publication or distribution (in whole or in part, directly or indirectly) in, into...
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5th Jun
Practice notes
Takeover Code—Rule 17—Announcement of acceptance levelsThis Resource Note outlines the main provisions of Rule 17 of The City Code on Takeovers and...
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5th Jun
Practice notes
Takeover Code—Rule 16—Special deals and management incentivisationThis Resource Note outlines the main provisions of Rule 16 of The City Code on...
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5th Jun
Practice notes
Takeover Code—Rule 11—Nature of consideration to be offeredThis Resource Note outlines the main provisions of Rule 11 of The City Code on Takeovers...
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5th Jun
Practice notes
Takeover Code—index of resource notesResource NotesThis is an index of Resource Notes on each of the Rules to the Takeover Code and other key...
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5th Jun
Practice notes
Preliminary issues for an offeree to consider following an approachThis Practice Note, produced with input from Rebecca Cousin of Slaughter and May on...
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5th Jun
Practice notes
Takeover Code—Rule 36—Partial offersThis Resource Note outlines the main provisions of Rule 36 of The City Code on Takeovers and Mergers (Code), which...
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5th Jun
Practice notes
Takeovers—glossary of termsReferences in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers...
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5th Jun
Practice notes
AnnouncementsThe City Code on Takeovers and Mergers (Code) is the principal source of rules governing:•the timing, manner and specific content of...
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5th Jun
Precedents
Board memorandum—offereeMemorandum prepared by [name of Firm]For the directors [and other officers] of[insert company name] plc (the Company)In...
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5th Jun
Practice notes
Takeover Code—Rule 32—RevisionThis Resource Note outlines the main provisions of Rule 32 of The City Code on Takeovers and Mergers (Code), which deals...
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5th Jun
Precedents
Letter of intent—takeover or scheme of arrangementTo: The Directors [insert offeror/offeree's name][insert address][insert date]Dear DirectorsProposed...
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5th Jun
Practice notes
Public M&A deals H1 2017—UK—Market Tracker Trend ReportThe Market Tracker Trend Report provides in-depth analysis of the 52 firm and possible offers...
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5th Jun
Practice notes
Takeover Code—Appendix 5—Tender offersThis Resource Note outlines the main provisions of Appendix 5 to The City Code on Takeovers and Mergers (Code),...
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5th Jun
Practice notes
Disclosure of interests and dealings in shares prior to and during a takeoverBrexit impactThe operation of the UK takeovers regime has been affected...
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5th Jun
Practice notes
Public M&A deals H1 2019—UK—Market Tracker Trend ReportMarket Tracker’s latest trend report, Trends in UK Public M&A deals in H1 2019, examines the...
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5th Jun
Precedents
Confidentiality and standstill agreement—public company takeover[TO BE TYPED ON OFFEROR LETTERHEAD]Strictly private and confidentialThe...
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5th Jun
Precedents
Co-operation agreement (with reverse break fee)—takeoverThis Agreement is made on [insert day and month] 20[insert year]Parties1[Insert name of...
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5th Jun
Practice notes
Takeover Code—Rule 25—Offeree board circularsThis Resource Note outlines the main provisions of Rule 25 of The City Code on Takeovers and Mergers...
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5th Jun

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