The following Corporate practice note provides comprehensive and up to date legal information covering:
The operation of the UK takeovers regime has been affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK takeover regime. For the purposes of this Practice Note, the principal change relates to the companies to which DTR 5 applies. For further details, see: Disclosure Guidance and Transparency Rules—DTR 5 below.
The disclosure of shareholdings and dealings prior to and during a takeover offer is the subject of substantial and overlapping statute and regulation. The Panel on Takeovers and Mergers (Panel) describes such disclosure as necessary to uphold the General Principle under the Takeover Code (Code) that all parties to an offer must avoid the creation of false markets in the securities of an offeror or offeree.
In practice, the requirement to disclose interests and dealings during a takeover bid primarily seeks to deter the practice of stakebuilding, whereby a person accumulates and warehouses, without public disclosure, a significant shareholding in another company. Building a substantial stake in an offeree in this manner may deprive:
the offeree board of appropriate opportunities to prepare a defence or manage their relationship with a new major shareholder
offeree shareholders of the opportunity to receive an appropriate bid premium on the sale of their shares on a change of control
market participants of relevant information about control of the offeree or any
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The Public Private Partnership (PPP) models are a popular way for governments to involve private investment, expertise and risk in procuring infrastructure, with the potential to deliver a project more efficiently and economically. One of the most popular PPP models for procuring infrastructure
The roles of nominated officer and money laundering reporting officerA nominated officer is an individual who is nominated by a firm to receive disclosures under Part 7 of the Proceeds of Crime Act 2002 (POCA 2002) or Part III of the Terrorism Act 2000 (TA 2000)—see Requirement to appoint a
This Practice Note provides guidance on claims for ‘use and occupation’ or mesne profits, and how and when double rent or double value can be claimed.Claims for use and occupationA claim for use and occupation is possible where there is occupation of land without an express agreement fixing the
This Practice Note identifies the main torts (bar negligence and nuisance, which are covered elsewhere in our related content) and their key characteristics. Specifically:•trespass to land•trespass to the person•privacy/defamation•liability for animals•employers' liability•product
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