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Takeover Rules

Wragge and Co LLP (News)
The Takeover Panel has finally published its conclusions to the consultation on pensions scheme trustee issues, undertaken between July and September 2012. The resulting amendments to the Takeover Code, which are broadly inline with the changes proposed last year, will apply with effect from 20 May 2013...
Squire Sanders (News)
Topics in this issue:
  • Corporate governance: Executive Remuneration: the New Regime Governing the Remuneration of Directors of Quoted Companies has Received the Royal Assent and is Likely to Come into Force on 1 October 2013
  • Corporate Governance: the QCA Publishes a Revised Edition of its Corporate Governance Code for Small and Mid-size Quoted Companies
  • Corporate Reporting: the European Commission Seeks to Introduce New Requirements for the Disclosure of Human Rights, Anti-corruption and Diversity Information
  • UK Takeover Code: New Pensions Obligations: the Takeover Panel Introduces Changes Which Will Align the Role of Pension Trustees in Offer Situations to that of the Target’s Employee Representatives
  • Squire Sanders (News)
    With effect from 30 September 2013, the application of the UK Takeover Code is being extended to apply to a much wider scope of companies than before...
    Fried Frank (News)
    On 15 May 2013, the UK Takeover Panel announced important changes to the scope of the City Code on Takeovers and Mergers...
    Eversheds LLP (UK) (News)
    Changes to the Takeover Code taking effect today, 20 May 2013, mean that some pension scheme trustees now have new rights in relation to takeover bids involving listed companies. This speedbrief considers those changes and their implications...
    The Takeover Panel (UK) (News)
    The Independent Committee of the Board of ENRC announced the terms of the indicative proposal it had received from the Consortium...
    The Takeover Panel (UK) (News)
    On 5 July 2012, the Code Committee of the Takeover Panel published a public consultation paper in relation to Companies subject to the Takeover Code...
    The Takeover Panel (UK) (News)
    Pursuant to sections 942, 943 and 944 of the Companies Act 2006, and in exercise of the functions conferred on it by the Panel in paragraph 2 of its Terms of Reference, the Code Committee hereby makes this instrument containing rules. The Takeover Code is amended, with effect from 30 September 2013, in accordance with the Appendix to this instrument...
    The Takeover Panel (UK) (News)
    Publication of RS 2012/3 (Companies subject to the Takeover Code) and Instrument 2013/3...
    Squire Sanders (News)
    The Panel on Takeovers & Mergers has announced the introduction of new rules in relation to defined benefit pension plans operated by target companies, where such companies are subject to a takeover bid. Bidders, targets and pension plan trustees will need to be prepared for the changes, which will apply from 20 May 2013 onwards...
    Hogan Lovells (News)
    Topics in this issue:
  • The Royal Enterprise and Regulatory Reform Act receives Royal Assent
  • New Takeover Code rules for target pension schemes
  • The scope and nature of warranties - recent case law
  • Women on boards - second annual progress report
  • Changes to the share buyback regime: final regulations published
  • EU proposals for disclosure of non-financial and diversity information by large companies
  • FCA publishes changes to the Listing Rules
  • QCA Corporate Governance Code Launch
  • The Takeover Panel (UK) (News)
    The City Code on Takeovers and Mergers has been developed since 1968 to reflect the collective opinion of those professionally involved in the field of takeovers as to appropriate business standards and as to how fairness to shareholders and an orderly framework for takeovers can be achieved...
    Fried Frank (News)
    On 22 April 2013 the Takeover Panel announced changes to the City Code on Takeovers and Mergers. The changes give a greater role to pension plan trustees in relation to takeover bids. The changes, which will come into force on 20 May 2013, follow a consultation process which was launched in July 2012...
    Linklaters LLP (News)
    Topics in this issue:
  • When should you talk to the UKLA or PRA ahead of major M&A transactions?
  • Women on boards: progress report
  • New diversity, human rights and anti-corruption disclosures proposed by European Commission
  • UK Takeovers - enhanced role of pension trustees in offers
  • Macfarlanes LLP (News)
    The Takeover Panel has announced pensions-related changes to the Takeover Code. The stated intention is to make the effects of a Code offer on the target's defined-benefit pension scheme - where there is one - a debating point on which the scheme trustees can express views...
    Allen and Overy LLP (News)
    The Takeover Panel has announced new information rights for pension scheme trustees where a scheme sponsor is the target of a takeover bid...
    The Takeover Panel (UK) (News)
    On 5 July 2012, the Code Committee of the Takeover Panel published a public consultation paper in relation to pension scheme trustee issues...
    The Takeover Panel (UK) (News)
    Publication of RS 2012/2 (Pension scheme trustee issues) and Instrument 2013/2...
    The Takeover Panel (UK) (News)
    Pursuant to sections 942, 943 and 944 of the Companies Act 2006, and in exercise of the functions conferred on it by the Panel in paragraph 2 of its Terms of Reference, the Code Committee hereby makes this instrument containing rules...
    The Takeover Panel (UK) (News)
    Requirement for potential offeror to make Rule 2.7 announcement or announce no intention to bid by 26 April 2013...
    The Takeover Panel (UK) (News)
    Amendments to reflect the restructuring of the UK’s financial regulatory framework, miscellaneous amendments flowing from the consultation on PCP 2012/1 and other minor amendments...
    The Takeover Panel (UK) (News)
    Amendments to reflect the restructuring of the UK’s financial regulatory framework, miscellaneous amendments flowing from the consultation on PCP 2012/1 and other minor amendments...
    Herbert Smith Freehills LLP (News)
    The Takeover Panel made significant changes to the Takeover Code in September 2011, which followed an extensive review of the UK takeover regime in the wake of the controversial takeover of Cadbury by Kraft in 2010...
    The Takeover Panel (UK) (News)
    This appeal relates to a ruling of the Executive that, when determining the voting rights of a company for the purposes of applying the Code, no account should be taken of any restrictions on the exercise of voting rights attaching to the shares in which a person and persons acting in concert with that person are interested where those restrictions have been imposed by the Panel in accordance with Rule 9.7...
    The Takeover Panel (UK) (News)
    Philip Robert-Tissot, Chairman of Europe, Middle East and Africa Mergers and Acquisitions at Citigroup, is to be the next Director General of the Takeover Panel...
    Field Fisher Waterhouse LLP (News)
    Topics in this issue:
  • Enhancing the effectiveness of the listing regime: response to Consultation Paper 12-2
  • Major changes proposed for controlled companies with a premium listing
  • Primary Market Bulletin No.4: update on UKLA Knowledge Database
  • Inside AIM - fifth edition focussing on nomad's consideration of directors
  • Takeover Code changes operating satisfactorily concludes Takeover Panel report
  • New European plan for online gambling
  • The Kay Report: government proposals to tackle short-termism in the UK equity markets
  • DLA Piper (News)
    The Takeover Panel has conducted its promised operational review of the reforms to the Code which took effect in September 2011...
    The Takeover Panel (UK) (News)
    Vallar PLC was formed as a holding company to acquire a major business with significant operations in the global metals, mining and resources sector. Vallar raised gross proceeds of £707 million through an initial public offering and was listed on the standard listing segment of the Official List and admitted to trading on the London Stock Exchange on 14 July 2010…
    Hogan Lovells (News)
    Topics in this issue:
  • Takeover Panel's comments on the operation of the revised Code
  • European Commission publishes proposed directive to improve gender balance
  • Government response to the Kay Review
  • Legal and regulatory roadmap
  • ABI updates its Principles of Remuneration including expectations for remuneration reporting
  • A guide to the key listing requirements and continuing obligations for shares and GDRs
  • Linklaters LLP (News)
    Topics in this issue:
  • Revised NAPF Corporate Governance Policy and Voting Guidelines
  • “Cadbury” Takeover Code reforms have not reduced UK bid activity says Takeover Panel
  • Government response to the Kay review into UK equity markets and long-term decision making
  • Myanmar's new Foreign Investment Law
  • Nabarro (News)
    The Takeover Panel has published its review of UK takeover activity following the amendments to the Takeover Code introduced in September 2011...
    Berwin Leighton Paisner LLP (News)
    On 26 November 2012, the Takeover Panel Code Committee published its review of the amendments to the Takeover Code implemented on 19 September 2011...
    Fried Frank (News)
    The UK Takeover Panel issued Statement 2012/8 following its review of the changes to the Takeover Code introduced in September 2011. Those changes were introduced following the controversy relating to Kraft Foods Inc.’s bid for Cadbury plc...
    The Takeover Panel (UK) (News)
    On 19 September 2011, the Panel implemented the amendments to the Takeover Code adopted by the Code Committee following its review in 2010 of certain aspects of the regulation of takeover bids...
    Squire Sanders (News)
    Topics in this issue:
  • Forthcoming changes to refunds of contributions and transfers of small pension pots.
  • The Pensions Regulator’s drive to improve record keeping in pension plans.
  • The voluntary Code of Good Practice on pensions incentive exercises.
  • Consultation on changes to the Takeover Code to improve the profile of pension arrangements.
  • The Pensions Regulator’s statement on the use of Financial Support Directions in insolvency situations.
  • Changes to legislation governing access to stakeholder pension plans.
  • A brief summary of the latest automatic enrolment developments
  • Fried Frank (News)
    On 1 October 2012, the UK Financial Services Authority introduced new rules on reverse takeovers. Essentially, the new rules are intended to prevent back door listings of entities which would not otherwise be eligible for listing, whilst ensuring that the regime operates in a proportionate manner in light of the need to protect investors...
    Herbert Smith Freehills LLP (News)
    September 2011 saw the introduction of the most significant changes to the UK's Takeover Code in a generation, in the wake of Kraft's takeover of Cadbury...
    Squire Sanders (News)
    On 19 September 2011, the City Code on Takeovers & Mergers underwent one of the most significant overhauls of recent times, in the wake of the controversy around Kraft Foods’ takeover of Cadbury the previous year...
    Macfarlanes LLP (News)
    On Friday the 28 day put up or shut up period for the Carlyle Group’s potential bid for Chemring was extended in the latest example of a private equity sponsor dealing with the recent Takeover Code changes...
    Travers Smith LLP (News)
    This article explains how the Code changes have affected, or are likely to affect, the practice of public to private, and highlights some of the more important developments in public to private transactions...
    Mayer Brown LLP (News)
    In this issue:
  • UK - Update on the Transition to the New Regulatory Regime
  • Europe - Solvency II update
  • Europe - IMD II publication
  • US - Credit for Reinsurance Reform
  • US - NAIC Update: Summer National Meeting
  • US - Amendments to California's Insurance Holding Company System Regulatory Act
  • US - CFTC and SEC Final Rules Distinguishing Insurance from Swaps
  • Global - Insurance Brokers Face Storm Clouds over US Sanctions
  • Global - Canada, Isle of Man, Luxembourg and Poland sign up to Multinational Memorandum of Understanding
  • China - CIRC Relaxes Restrictions on Permitted Investments by Insurance Companies
  • Hong Kong - Personal Data (Privacy) (Amendment) Ordinance
  • Bermuda - Is the UK Takeover Code bound for Bermuda?
  • Travers Smith LLP (News)
    Topics in this issue:
  • Short service refunds and automatic transfers
  • Automatic enrolment
  • Pensions Regulator
  • Contracted-out schemes
  • Sex-based actuarial factors
  • Pension protection levy
  • Tax
  • Takeover panel: pension scheme trustee rights
  • OTC derivatives: EMIR
  • US FATCA tax law - exemption for UK pension funds?
  • Public sector staff transfers: fair deal
  • Squire Sanders (News)
    Welcome to the latest in our series of regular alerts containing a round-up of news from our capital markets practice. Among other things, we bring you news of the latest developments in the area of corporate governance...
    The Takeover Panel (UK) (News)
    Rule 31.9 of the Code requires that the board of the offeree company should not, except with the consent of the Panel, announce any material new information after the 39th day following the publication of the initial offer document...
    Hogan Lovells (News)
    Topics in this issue:
  • Takeover Panel issues three consultation papers
  • The Kay Review - the final report
  • Quoted companies required to report Greenhouse Gas Emissions
  • The Nuttall Review
  • Lion Steel becomes the third company to be convicted of Corporate Manslaughter
  • Equity Capital Markets - recent developments
  • The Takeover Panel (UK) (News)
    Requirement for potential offeror to make Rule 2.7 announcement or announce no intention to bid by 13 August 2012...
    Dechert LLP (News)
    The UK Panel on Takeovers and Mergers has published three public consultation papers, which propose a series of wide-ranging changes to the Takeover Code. This update examines the consultation papers and the proposed changes in matters relating to the target’s pension scheme(s), the criteria for companies to be subject to the Takeover Code, and profit forecasts, quantified financial benefit statements and material changes in information...
    Field Fisher Waterhouse LLP (News)
    Topics in this issue:
  • Proportionate disclosure regime (rights issues and SMEs)
  • UK implementation of the Amending Directive
  • US Congress amends securities laws to facilitate capital formation
  • Proposed changes to the Takeover Code
  • Withholding tax disclosure
  • Executive remuneration - new votes and disclosures
  • Consultations on the UK Corporate Governance Code, UK Stewardship Code and International Standards on Auditing
  • Linklaters LLP (News)
    Topics in this issue:
  • Kay proposes measures to address short-termism in UK equity markets
  • UKLA consults on new guidance
  • OECD annual report shows latest progress in global fight against bribery
  • Now we are six - EU Takeovers Directive under review
  • Takeover Code: proposed changes to profit forecasts and merger benefit statements
  • The Takeover Panel (UK) (News)
    The Takeover Panel’s 2012 Annual Report was published...
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