The Essential Guide to Takeover Regulation: Principles, Process and the UK Takeover Code

Overview

Mergers and acquisitions undertaken on UK public companies are subject to a clear set of rules and guidelines to ensure a fair and orderly process. These requirements are set by The Takeover Panel and outlined in The Takeover Code (The Code). There are also other requirements outside of The Code, in such areas as information disclosure, shareholding transparency and takeover outcome.

This course will explore the key elements of The Code and other requirements, with reference to a number of actual takeover bids.

Who is this for?

This course is suitable for corporate financers, investment bankers and corporate lawyers engaged in merger and acquisition or capital market activities. It is also suitable for any investors, bankers, lawyers or accountants who would like to understand more on the rules and processes around takeovers.

No existing knowledge is assumed.

What will you learn?

• Key terminology, deal types and financing
• The pre-bid environment and shareholder disclosure requirement
  • Disclosure and Transparency Rules (DTRs)
  • Market Abuse Regulations (MAR)
• The Takeover Panel
• The Takeover Code
  • Purpose
  • Principles
  • Application
  • Legal status
• The bid timetable
• Case study: AdvT bid for MC Saatchi
  • Pre-announcement secrecy and announcements
  • Shareholder and dealing disclosure
  • Independent advice
  • Shareholder and employee letters
  • Director’s response
  • Put up or shut up (PUSU)
  • Minimum offer price
  • Profit forecasts, reports and consents
  • Official offer
  • Defence documents
  • Acceptance levels
  • Intention statements
• Schemes of arrangement
• Mandatory bids
• Conditions
• Restrictions on frustrating actions
• Formal undertakings
• Other regulatory bodies
  • Competition and Markets Authority
  • The Pensions Regulator
  • National Security and Investment Act

Other related courses

Mergers & Acquisitions