The following Corporate practice note provides comprehensive and up to date legal information covering:
In recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of cancellation schemes in the context of a takeover and the removal of the incidental stamp duty advantages of a cancellation scheme. In 2018, 74% of firm offers were structured as schemes of arrangement and this popularity of schemes was prevalent across all deal sizes. For further details and analysis, see: Public M&A deals 2018—UK––Market Tracker Trend Report.
This Practice Note discusses the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement as opposed to a contractual offer. For a more detailed look at the options available for structuring a takeover and at the principal features of offers and schemes, see Practice Note: Structuring a takeover—offers vs schemes of arrangement, which includes a summary table—Structuring a takeover—offers vs schemes of arrangement—Key advantages and disadvantages of offers and schemes.
The operation of the UK takeover regime may be affected by Brexit. For the purposes of this Practice Note, the key change is the removal of the ability to passport a prospectus from the UK to the EEA, which may make schemes of arrangement more popular on securities exchange offers where there are offeree shareholders in the EEA. This is because it is generally accepted that the
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This Practice Note considers the question of when court proceedings can be stayed. It identifies scenarios in which a party may apply for a stay of proceedings, including to allow for: a jurisdictional challenge; arbitration; an attempt to settle; related criminal proceedings; an opportunity to
Intimidation of witnesses and jurorsIntimidation of witnesses and/or jurors is an offence under section 51 of the Criminal Justice and Public Order Act 1994 (CJPOA 1994). An offence is committed where a defendant:•does an act which intimidates, and is intended to intimidate, another person (the
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 provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.Note: this Practice Note does not deal with the
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