Public company takeovers (Schemes)

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Practice notes
Comfort letters in a US IPOThis Practice Note provides an overview of the purpose, content and scope of a comfort letter prepared by the auditors of a...
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19th May
Practice notes
Amending the articles of associationThis Practice Note summarises the procedure to amend or change a company’s articles of association in accordance...
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19th May
Practice notes
Companies limited by guaranteeWhat is a company limited by guarantee?Limited companies can be either limited by shares or by guarantee. A company...
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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
Shareholder resolutionsThe agreement of the members of a company is required to make certain changes to a company, such as amending its constitution,...
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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
Takeover Code—Rule 34—Right of withdrawalThis Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code),...
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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
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
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
Practice notes
Substantial property transactions—requirement to obtain members’ approvalThe Companies Act 2006 (CA 2006) contains provisions that restrict and...
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19th May
Precedents
The Directors[insert company name][insert company address][insert date]Dear Directors,[insert company name] Limited (the Company)[I, OR We,][insert...
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19th May
Practice notes
Company restoration—restoration by court orderWhy restore a company to the register?When a company has been struck off it may be possible for an...
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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
Practice notes
Unregistered companiesWhat is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered...
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19th May

Most recent Public company takeovers (Schemes) content

Practice notes
Dealings in shares—prior to and during an offerBrexit impactThe operation of the UK takeovers regime has been affected by Brexit. For the purposes of...
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5th Jun
Practice notes
Final stages of a schemeWhen does a scheme become effective?Generally, a scheme becomes effective following:•approval by the requisite majority of...
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5th Jun
Precedents
Announcement of court sanction of scheme of arrangement—takeoverNot for release, publication or distribution (in whole or in part, directly or...
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5th Jun
Practice notes
Profit forecasts and quantified financial benefits statementsThis Practice Note considers rules in relation to profit forecasts and quantified...
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5th Jun
Precedents
Board minutes—takeover—approving offer documentation—offeree[insert company name] [PLC OR Limited]Minutes of a meeting of[ a committee of] the board...
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5th Jun
Practice notes
Takeover Code—Rule 24—Offeror documentsThis Resource Note outlines the main provisions of Rule 24 of The City Code on Takeovers and Mergers (Code),...
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5th Jun
Practice notes
The offer timetable—before 5 July 2021This Practice Note discusses the offer timetable for firm offers announced before 5 July 2021. It covers matters...
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5th Jun
Practice notes
Recent trends in UK shareholder activism (September 2020)—Market Tracker Trend ReportThis Market Tracker trend report, produced in association with...
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5th Jun
Practice notes
Public M&A deals H1 2013—UK—Market Tracker Trend ReportThis report examines market trends in respect of UK public M&A deals in the first half of 2013....
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5th Jun
Practice notes
Offer tactics—revisions, extensions, acceleration statements and alternative offersChanges to the offer timetableOn 31 March 2021 the Takeover Panel...
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5th Jun
Precedents
Board memorandum—offerorMemorandum prepared by [Name of Firm]For the directors [and other officers] of[insert company name] (the Company)In connection...
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5th Jun
Practice notes
Public M&A deals 2019—UK—Market Tracker Trend ReportThe Market Tracker trend report provides in-depth analysis of the 66 firm offers and 45 possible...
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5th Jun
Practice notes
Takeover Code—Rule 7—Consequences of certain dealingsThis Resource Note outlines the main provisions of Rule 7 of The City Code on Takeovers and...
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5th Jun
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
Practice notes
Public M&A deals 2018—UK––Market Tracker Trend ReportThe Market Tracker trend report provides in-depth analysis of the 42 firm and 49 possible offers...
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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
Takeover Code—Rule 18—The use of proxies and other authorities in relation to acceptancesThis Resource Note outlines the main provisions of Rule 18 of...
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5th Jun
Practice notes
Takeover Code—Rule 12—The CMA and the European Commission (voluntary offers)This Resource Note outlines the main provisions of Rule 12 of The City...
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5th Jun

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