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It appears that repercussions from the recent takeover of Cadbury PLC by Kraft Foods are still being felt following the publication of a government command paper setting out its position with regards to...
Shareholder remedies – case update
Background
The statutory remedy for a company member who considers that the company's affairs are being conducted in an unfairly prejudicial manner is contained in section 994 of the Companies Act 2006....
“Cold shoulder” by Takeover Panel
The Takeover Panel has issued a formal statement to the effect that Brian Myerson and two others are persons who, in the opinion of the Hearings Committee of the Takeover Panel, are not likely to comply...
UK Corporate Governance Code – directors’ remuneration and re-election
Background
After an extensive consultation process, the Financial Reporting Council (FRC) has published the new UK Corporate Governance Code (Code). The Code applies to all companies with a premium...
Shareholder derivative actions – update
Background
A derivative action is an action brought by a shareholder on behalf of the company. Owing to the complexity of the previous law, very few derivative actions succeeded. When the Companies...
When does a partnership exist?
A recent case has considered whether the nature of a father and son’s business relationship constitutes a “partnership”.
Background
The Partnership Act 1890 defines a partnership as the relationship...
Valuation of partnership assets
Background
A court has ruled as a preliminary issue that where a partnership deed is silent as to the basis of valuation for the purpose of determining the amounts payable to outgoing partners,...
Takeover Panel publishes consultation paper
Following on from recent criticism of the takeover of Cadbury Plc by Kraft Foods, the Code Committee of the Takeover Panel (Committee) has published a consultation paper to discuss shortcomings in the...
Kraft makes a meal of Cadbury takeover
Following Kraft Foods’ takeover of Cadbury Plc in February 2010, the US company has had its knuckles rapped by the Takeover Panel for its conduct during the offer stage of the deal.
The issue in question...
Court upholds “tail-gunner” clause
Background
"Tail-gunner" clauses are often used by corporate finance advisers in their terms of engagement so that if a transaction completes within a certain period after the termination of their engagement,...