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Vol 23 No 5 May/June 2018

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ISBN13: 9780851218908
ISBN: 0851218903
Published: January 1995
Publisher: Sweet & Maxwell Ltd
Country of Publication: UK
Format: Hardback
Price: Out of print

Out Of Print
This book is a complete guide to the regulation of takeovers of public companies in the UK. It explains three critical elements of this area:-

  • takeover offers in the context of other forms of takeover and company acquisition
  • the City Code
  • how the City Code interacts with the statutory provisions regulating takeovers and the rules of the London Stock Exchange
Rather than containing a detailed analysis of every aspect of takeover law and regulation, this guide is designed to be used for practical purposes. In particular, the book:-
  • explains how to plan a bid, in terms of initial strategy, the timing, the price, and the importance of secrecy
  • goes through the documents commonly used in takeover offers and the legal requirements that govern them
  • includes a specimen timetable for contesting a takeover to help calendarise the deal
  • advises on how to implement a defence strategy to protect the company from bids and avoid missing deadlines generally
  • includes details of the obligations of listed companies with regard to takeovers, as set out in the Listing Rules
  • provides a checklist at the back to be used as an aide-memoire when taking instructions from a party to a possible takeover offer
  • This clear yet thorough guide leads practitioners step-by-step through correct takeover procedure, ultimately saving them time
  • All information for a successful takeover is contained in this volume negating the need for reference to other texts
  • Provides practitioners with an overview of the relevant regulations and ready source of reference, saving them the trouble of consulting detailed rules where unnecessary
  • Both sides of the takeover process are considered - making and contesting

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Basic concepts
Types of takeover
The regulation of takeover offers
Types of takeover offer
Planning the bid and the status of the offer
Takeover Approaches, secrecy, announcements and independent advice
Dealings in the shares of the target company or the offer or other than pursuant to the offer
Recommended, contested, mandatory and competing offers The voluntary offer and its terms
Provisions applicable to all offers
Takeover documents
Conduct during the offer period
The offer period - timing and revision
Compulsory acquisitions
Restrictions after the offer or failed offer
Profit forecasts and asset valuations
The Yellow Book Defence tactics
Merger control
Legal liabilities and duties of the parties involved in a takeover
Management buy-out Financial assistance and misleading statements and practices
Accounting and tax issues
Appendix 1 - Outline timetable for a Super Class 1 recommended offer
Appendix 2 - Relevant percentages
Appendix 3 - Checklist