Lexis Nexis
Takeovers: Law and Practice 2ed eBook
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Product 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
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Table of contents
Contents:
1. Regulatory framework;
2. Structuring takeovers and mergers;
3. Pre-announcement steps, approach and announcements;
4. The offer timetable;
5. Conditions;
6. Mandatory offers;
7. Restrictions on and disclosure of share dealing;
8. Information requirements;
9. Equality of treatment;
10. Bid defence, deal protection and directors' duties;
11. Types of consideration;
12. Takeovers by Scheme of arrangement;
13. Alternative takeover and merger structures;
14. Compulsory Acquisition;
15. Takeover Directive;
16. Employee issues;
17. Pensions chapter;
18. Merger Control and the Code;
19. EC merger control regime;
20. UK merger control;
21. Accounting for acquisitions and mergers
