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GLOSSARY
Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company.
PRACTICE NOTES
Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note summarises the rules and guidance in relation to parties who are, or may be presumed to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular the note considers the different relationships that may qualify as acting in concert, the significance of concert parties in relation to Rule 9 of the Code, and disclosures in relation to stakebuilding. Acting in concert is not prohibited by the Code, but can have significant implications. The consequences of being a member of a concert party will generally bite under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares. All persons to whom the Code applies (and their advisers), including parties to a takeover
GLOSSARY
Persons acting in concert comprise persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. A person and each of its affiliated persons will be deemed to be acting in concert all with each other. In addition, the Code lists a number of persons who will be presumed to be acting in concert with other persons in the same category unless the contrary is established.
GLOSSARY
A group of 15 elements with an atomic number from that of actinium (89) to lawrencium (103) inclusive. All are radioactive. Group includes uranium, plutonium, americium, and curium. Actinides are elements with partial occupation of the 5f electron shell. Lawrencium is strictly a transition metal (d-block element) but conventionally included in the actinide grouping. Elements heavier than uranium are collectively termed Trans-uranics.
GLOSSARY
An action for non-delivery is where the buyer may maintain an action against the seller for damages for non-delivery under a contract of sale.
GLOSSARY
Where there has been a breach of contract for a contract of sale, the seller may sue the buyer for the price of the goods.
GLOSSARY
A court action seeking authority to remove someone from property and includes recovering possession
NEWS
Commercial analysis: Christian Toon, Head of Cyber Professional Services and Regina Bluman, Cybersecurity adviser of Pinsent Masons consider the challenges manufacturers of small products in the UK may face once the Product Security and Telecommunications Infrastructure (Security Requirements for Relevant Connectable Products) Regulations 2023, SI 2023/1007 (PSTI regulations 2023) come into effect in April 2024.
GLOSSARY
An action which requires the court to grant an order requiring a party to perform a specific act. In Scotland, there is no distinction between equitable and legal remedies as there is in England and Wales.
PRACTICE NOTES
This Practice Note explains the steps to be taken where agreement is reached prior to the final hearing of an application for a financial remedy. It includes considerations in relation to a consent order (including by adopting the standard order format), the statement of information (Form D81) and the procedure on applying for the consent order to be approved by the court, including where a consent order must be submitted online. It also covers circumstances where it may be appropriate to draw up heads of agreement and considers Rose orders, Xydhias agreements and the approach of the courts where a separate and distinct agreement may be found to exist and contractual remedies applied. It is common for an agreement to be reached prior to the final hearing. An agreement may be reached at any stage of the proceedings, including during the course of a final hearing. As soon as an agreement is reached, a draft consent order must be prepared as soon as possible recording the terms agreed between the parties. See further:
GLOSSARY
A type of community sentence requiring a child or young person to comply with a three month plan relating to his actions and whereabouts and to comply with the directions of a responsible officer (eg probation officer).
NEWS
Mealey’s: A US District Court for the District of Columbia judge on 18 February 2025 granted the Republic of Guinea’s motion to set aside default entered against it and to dismiss for lack of jurisdiction a telecommunications company’s action to enforce an International Chamber of Commerce (ICC) award worth than US$21m after finding that Guinea was not a party to the underlying arbitration agreement.