Background Although all employees of an offeree are likely to have a strong interest in the outcome of the offer, their employment rights are unlikely to be directly affected by a public takeover as there will be no change in their employing company. However, there are a number of requirements under the City Code on Takeovers and Mergers (Code) and the Companies Act 2006 (CA 2006) that the parties to a takeover will need to consider regarding the offeree's employees. One of these requirements is contained in General Principle 2 which states that: 'The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid; where it advises the holders of securities, the board of directors of the offeree company must give its views on the effects of implementation of the takeover bid on employment, conditions of employment and the locations of the company’s places of business.' A duty to consider employees’ interests is also an element of the wider

means a telecommunication system located in the United Kingdom— (a) by means of which any public telecommunications service is provided, or (b) which consists of parts of any other telecommunication system by means of which any such service is provided.

Traditional terms for a public electronic communications provider. A provider of electronic communications infrastructure and services to the general public ('public' refers to the customer base).

means any telecommunications service which is offered or provided to the public, or a substantial section of the public, in any one or more parts of the United Kingdom.

The re-registration of a public company limited by shares as a private company limited by shares or by a private company limited by guarantee.

Buy-out of a public company (which then re-registers as a private company).

The re-registration of a public company limited by shares to a private unlimited company.

This term can be used as a generic description for different types of policy such as NHS LIFT and PSBP.

Information Law analysis: The Court of Appeal dismissed Altana Wealth and Brevent Advisory’s appeal against findings that they had misused Illiquidx’s confidential information and trade secrets when launching a Venezuelan distressed-debt fund. Lord Justice Arnold held that ‘public domain’ in the non-disclosure and non-circumvention agreement (NDA) bore its established law-of-confidence meaning: information must be generally accessible before confidentiality is lost. Public availability of individual elements did not prevent a combination or package of information from remaining confidential. The decision emphasises the importance of precise NDA drafting, particularly public-domain exclusions and permitted-purpose provisions, and confirms that parties seeking to rely on such exclusions bear the evidential burden. Practitioners should therefore assess both the contractual wording and factual matrix before asserting that information has ceased to be confidential. Produced in partnership with Dave Holt, partner and IP solicitor of Potter Clarkson LLP.

The requirement in defamation claims for the claimant to show that a defamatory statement has been communicated by the defendant to at least one other person than the parties themselves. As a result of the repetition rule, each time a defamatory statement is repeated, it is 'published' all over again and gives rise to a fresh cause of action; hence there is no defence to a defamation claim by claiming that the defendant was merely repeating a statement which he had heard or received from a third party.

This Practice Note summarises the provisions of Part 15 of the Companies Act 2006 (CA 2006) governing the publication and laying of annual accounts and reports by a company. It also considers additional obligations that apply to listed companies and AIM companies under the UK Listing Rules (UKLRs) and Disclosure Guidance and Transparency Rules (DTRs) and the AIM Rules for companies, respectively. Rules relating to the publication of annual accounts and reports of companies with securities traded on the AQSE Main Market, AQSE Growth Market or AQSE Trading are outside the scope of this Practice Note. Rules and guidance A company's annual accounts and reports for the purposes of CA 2006, Pt 15 are: • the annual accounts • the directors' report • the strategic report (unless the company is not required to prepare one) • the directors' remuneration report, which may include a directors’ remuneration policy, and any separate corporate governance statement not included in the directors' report (in the case of a quoted company) • the auditor’s report on the accounts,

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