基本説明
Provides a comprehensive statement of the legal considerations applicable to the takeover of a public company in the UK. Also includes broad commentary on EU regulations and their impact within the UK market.
Full Description
This practical title provides a comprehensive statement of the legal considerations applicable to the takeover of a public company in the UK. Written by leading practitioners in the field, it covers the regulatory framework and the way in which takeovers work in practice (including tax and accountancy, employment and competition issues); with detailed exposition of the relevant company law considerations, merger control processes, Takeover Directives, disclosure and transparency rules, EU regulations and much more including a new chapter on pensions.
This second edition guides you thoroughly through all the steps required in a takeover, including in-depth coverage of areas such as schemes of arrangement, directors' duties and compulsory acquisitions. An essential work for anyone involved, or about to be involved, in mergers and acquisitions, it includes broad commentary on EU regulations and their impact within the UK market.
New to this edition:
* Companies Act 2006
* Takeover Directive
* Disclosure & Transparency Rules
* Abolition of Rules governing substantial acquisitions of shares
* Changes to code to provide for disclosures of dealings in derivatives
* Schemes
* Changes to The Takeover Code following consultation
* Developments of practice (competing schemes, implementation agreements)
* Prospectus Directive
* Tables of references to Code rules
Contents
1. Regulatory framework by Mark Gearing, Allen and Overy;
2. Structuring takeovers and mergers by Mark Gearing, Allen and Overy;
3. Pre-announcement steps, approach and announcements by Nick Rumsby, Linklaters;
4. The offer timetable by Nick Rumsby, Linklaters;
5. Conditions by Nick Rumsby, Linklaters;
6. Mandatory offers by Malcolm Lombers, Herbert Smith Freehills;
7. Restrictions on and disclosure of share dealing by Greg Mulley & Sean Williamson, Herbert Smith Freehills;
8. Information requirements by Mike Flockhart, Herbert Smith Freehills;
9. Equality of treatment by Martin Nelson-Jones, Freshfields;
10. Bid defence, deal protection and directors' duties by Martin Nelson-Jones, Freshfields;
11. Types of consideration by Mark Gearing, Allen and Overy;
12. Takeovers by Scheme of arrangement by James Palmer & Mark Bardell, Herbert Smith Freehills;
13. Alternative takeover and merger structures by James Palmer & Gillian Fairfield, Herbert Smith Freehills;
14. Compulsory Acquisition by David Paterson, Herbert Smith Freehills;
15. Pensions by Alison Brown & Samantha Brown, Herbert Smith Freehills;
16. Employee issues by Nicholas Stretch, CMS Cameron McKenna LLP;
17. Merger Control and the Code by Charles Bankes, Simmons & Simmons;
18. EC merger control regime by Morven Hadden, Competition Commission;
19. UK merger control by Charles Bankes & Peter Broadhurst, Simmons & Simmons
