Subjects:

Banking and Finance

Contents:

Chapter 1: The Takeover Panel

Robert Hingley, Director General, The Panel on Takeovers and Mergers

Chapter 2: The Approach, Announcements and Independent Advice

Simon Marchant, Partner, Freshfields Bruckhaus Deringer

Chapter 3: Share Dealings - Restrictions and Disclosure Requirements

Andy Ryde and Roland Turnill, Partners, Slaughter and May

Chapter 4: Mandatory and Voluntary Offers and their Terms

Christopher Pearson and Nick Adams, Partners, Norton Rose

Chapter 5: Provisions Applicable to all Offers, Partial Offers and Redemption or Purchase by a Company of its Own Securities

Mark Gearing, Partner, Allen & Overy LLP

Chapter 6: Documents from the Offeror and Offeree Board

Carlton Evans, Partner, Linklaters

Chapter 7: Conduct During the Offer

Timing and Revision

and Restrictions Following Offers

David Pudge, Partner, Clifford Chance LLP

Chapter 8: Profit Forecasts and Asset Valuations

Ursula Newton, Director, PricewaterhouseCoopers LLP

Chapter 9: Application of the Market Abuse Regime to Takeovers

Vanessa Knapp and Andrew Marsh, Freshfields Bruckhaus Deringer

The Takeover Code is principally designed to ensure high business standards and fairness to shareholders. In the 40 years of its existence, the Takeover Panel has established a reputation for operating flexibly and rapidly as new situations have arisen and market practice has developed.

In late 2007 the Code Committee published RS 2007/1, which outlines a number of amendments to the Takeover Code as it applies to schemes of arrangement. There has been a significant increase in recent years in the use of schemes to effect takeovers, and the new changes aim to codify existing practice, making the application of the Code to schemes more transparent and certain.

The new regime introduces an appendix specifically for schemes, amends existing provisions of the Code and creates a list of Code provisions which should be disapplied when a scheme is used.

Since its first publication in 1988, A Practitioner’s Guide to The City Code on Takeovers and Mergers has become a valuable resource for all those working in this area. The publication of a new edition each year will continue to help readers keep up to date with the latest regulatory developments.