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Government stands firm on calls for takeover regulation reform

30 July 2010 | Emma Cameron

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...

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Shareholder remedies – case update

27 July 2010 | Emma Cameron

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....

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“Cold shoulder” by Takeover Panel

19 July 2010 | Emma Cameron

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...

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UK Corporate Governance Code – directors’ remuneration and re-election

14 July 2010 | Emma Cameron

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...

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Shareholder derivative actions – update

7 July 2010 | Emma Cameron

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...

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When does a partnership exist?

30 June 2010 | Emma Cameron

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...

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Valuation of partnership assets

21 June 2010 | Emma Cameron

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,...

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Takeover Panel publishes consultation paper

1 comment 4 June 2010 | Emma Cameron

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...

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Kraft makes a meal of Cadbury takeover

28 May 2010 | Emma Cameron

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...

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Court upholds “tail-gunner” clause

1 comment 27 May 2010 | Emma Cameron

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,...

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