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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 | 2 comments

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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First UK Stewardship Code for institutional shareholders has been published

8 July 2010 | Richard Phillips

On 2 July 2010, following a consultation earlier this year, the Financial Reporting Council (FRC) published the first UK Stewardship Code (‘The Code’), which sets out good practice for institutional...

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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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Director of corporate director not a de facto director

11 May 2010 | Emma Cameron

Background A "de facto director" is a person who acts as if he is a director of a company and is treated as such by the company’s board but has not in fact been validly appointed. A de facto director...

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Corporate governance – new European guidance issued for unlisted companies

19 April 2010 | Emma Cameron

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...

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Kraft/Cadbury deal prompts calls for reform of takeover laws

10 March 2010 | Emma Cameron | 1 comment

The hostile takeover of the British chocolate maker, Cadbury plc (Cadbury) by US company, Kraft Foods Inc (Kraft) has been widely publicised, especially the initial resistance by Cadbury’s shareholders...

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Should your company’s articles of association be amended?

15 February 2010 | Emma Cameron

Why amend the articles of association? The Companies Act 2006 (2006 Act) came fully into force on 1 October 2009. The Act aimed to simplify company law procedures, particularly for smaller companies....

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Director found to be personally liable for misrepresentations on a company sale

26 January 2010 | Emma Cameron

Background The claimant (Invertec) and the first defendant (De Mol Holding BV (DMH)) entered into a sale and purchase agreement for the sale by DMH to Invertec of all of the issued shares in Volante...

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