Board memorandum—offeree
Board memorandum—offeree

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Board memorandum—offeree
  • 1 Introduction
  • 2 The legal and regulatory framework
  • 3 Directors' duties
  • 4 Secrecy
  • 5 Provision of information to (potential) offerors
  • 6 Announcements
  • 7 Frustrating action, break fees and offer-related arrangements
  • 8 Deals with ‘favourable conditions’ attached
  • 9 Documents and other information: standards of care and director’s responsibility
  • More...

Memorandum prepared by [name of Firm]

For the directors [and other officers] of

[insert company name] plc (the Company)

In connection with a [possible] takeover bid for the company

    1. 1


      1. 1.1

        Purpose of this Memorandum

        The purpose of this Memorandum, which we are scheduled to discuss with the directors [and other officers] of the Company at a meeting on [insert date] at [insert time], is to make the directors [and other officers] of the Company aware of their responsibilities under the City Code on Takeovers and Mergers (the Code) and other laws and regulations in connection with any takeover bid for the Company. This memorandum also includes a brief outline of the legal and regulatory framework for the conduct of takeovers in the UK. It is important that all concerned have some familiarity with the issues that may arise. This is specifically required of them by the Code and is helpful given the highly regulated nature of takeover transactions.

        This guide does not purport to be comprehensive and it not a substitute for obtaining legal advice on the specific facts of the transaction. We shall be pleased to answer any questions on the contents of this memorandum and the transaction generally at the meeting on [insert date] and on an ongoing basis.

    1. 2

      The legal and regulatory framework

      1. 2.1

        The Panel and the Code

        The principal source of regulation

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