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Background
The terms of the sale of a company’s shares are usually documented in a share purchase agreement (SPA). An SPA will typically list various warranties given by the seller to the buyer. Warranties...
Government stands firm on calls for takeover regulation reform
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...
The end of the corporate board?
It has always been possible to appoint a company as a director of another company incorporated and registered in England and Wales. The Companies Act 2006, however, heralded an end to the practice...
“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...
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,...
Corporate governance – new European guidance issued for unlisted companies
The Institute of Directors has recently published guidance and principles on corporate governance for unlisted companies in the EU. The guidance and principles are an initiative of the European Confederation...
FSA announces more convictions for insider dealing
The Financial Services Authority (FSA) recently demonstrated its toughened stance against illegal insider dealing in its prosecutions against Malcolm Calvert and his accomplice, Bertie Hatcher.
Facts
Mr...