A NOTEPAD ON COMPANY AND FINANCIAL LAW, NEWS AND REGULATION
On 22 April 2013 the Code Committee of the Takeover Panel published Response Statement 2012/2 on pension scheme issues, confirming the changes that will be made to the Code with effect from 20 May 2013.
A good note by Freshfields summarising those changes is here.
Overview of current position from the NYT. Excerpt:
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A concert party exists, aggregate voting interests of the party must be reduced to less than 30% by disposal, and pending disposal voting rights must be restricted to 29.9% of all rights exercisable.
Panel Executive ruling of 19 December 2012 here.
The Code Committee of the Takeover Panel published on 26 November 2012 its review of the 2011 amendments to the Takeover Code. (We covered those amendments in this post.) The review concludes that:
“The Code Committee believes that, to date, the 2011 Amendments have operated satisfactorily…the Code Committee has asked the Executive to continue to monitor certain areas of practice and to keep a number of the provisions of the Code under review. However, the Code Committee does not intend to propose any immediate changes to the Code as a result of its review of the 2011 Amendments and any future proposals will be brought forward in accordance with the Code Committee’s usual procedures for amending the Code.”
See also: Takeover Code: impact of the reforms, one year on – Clifford Chance analysis
In July 2012 the Code Committee started three consultations on possible changes to the Takeover Code, as we reported here.
The Takeovers Joint Working Party of the City of London Law Society Company Law Sub-Committee and the Law Society of England and Wales’ Standing Committee on Company Law have published their responses to these consultations:
1. Profit forecasts, quantified financial benefits statements, material changes in information and other changes to the Code, PCP2012/1 – response here.
2. Pension scheme trustee issues, PCP 2012/2 – response here.
3. Companies subject to the Takeover Code, PCP 2012/3 – response here.
The Daily Telegraph reports today that the Takeover Panel is to review the rule requiring that a formal takeover be either launched or scrubbed within 28 days of a potential bidder being publicly identified.
A year after fundamental changes to the Takeover Code came into force, aimed at reducing the “siege” of target companies and correcting the balance of power between bidders and targets, Clifford Chance has produced a good overview of the impact of the reforms, which can be downloaded here. Headline points:
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The NYT’s DealBook’s has a useful analysis of why BAE Systems and EADS are pursuing a DLC structure for their proposed merger. Excerpts:
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