The following Corporate practice note provides comprehensive and up to date legal information covering:
This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover (whether by way of contractual offer or scheme of arrangement) as governed by the City Code on Takeovers and Mergers (Code). It covers the differences between irrevocables and letters of intent and the main advantages of deploying one form over the other.
Irrevocable undertakings to accept an offer are normally sought by an offeror from significant offeree shareholders immediately prior to the announcement of a firm intention to make an offer (Rule 2.7 announcement), so as to secure as much comfort as possible that the offer will be successful. They enable the offeror to show it has substantial support for its offer as soon as it is announced and may also assist the offeror in obtaining the recommendation of the offeree board.
Letters of intent are usually obtained as an alternative to irrevocable undertakings. Institutional shareholders, in particular, may be unwilling to contractually commit to one offeror, either as a matter of policy or if there is a competitive situation and the possibility of a higher offer being made. The shareholder might, however, still wish to express its support for one offer/potential offer as opposed to another.
The operation of the UK takeovers regime has been affected by Brexit, although
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Community order requirementsCommunity order requirements are set out in the Criminal Justice Act 2003 (CJA 2003), as amended by the Legal Aid, Sentencing and Punishment of Offenders Act 2012 (LASPO 2012) and the Offender Rehabilitation Act 2014 (ORA 2014). Criminal Justice Act 2003, s 152(2)
This Practice Note examines:•why negative pledge clauses are used in commercial transactions •the consequences of breaching negative pledge provisions•how negative pledges are viewed in the context of security and quasi-security, and•key considerations when drafting a negative pledge clauseWhere
This Practice Note discusses the common law doctrine of privity of contract; the equitable and statutory exceptions to it; how the doctrine affects enforcing a contract against a third party and what happens when, notwithstanding the lack of privity, a contract has an indirect effect on a third
STOP PRESS: The Corporate Insolvency and Governance Act 2020 contains provisions which, on a temporary basis (presently until 31 December 2020) impose significant limitations on the ability for a creditor to seek a winding-up order against a company. For further reading, see Practice Note: Corporate
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