Merger and Takeover in UK Law

Leading Cases
  • Easynet Global Services Ltd v the Companies (Cross-Border Mergers) Regulations 2007
    • Chancery Division
    • 31 Oct 2016

    In my judgment this proposed transaction is not the kind of transaction which the Regulations and the Directive were enacted to facilitate. The Regulations as a whole and Reg 2 in particular have to be interpreted having regard to the purpose for which the Regulations was enacted. 2 when it is properly interpreted and does not fall in the jurisdiction of the court. While it can be said to be a merger, it is not, in reality, a cross-border merger at all.

  • Doyle v Olby (Ironmongers) Ltd
    • Court of Appeal
    • 31 Ene 1969

    In contract, the damages are limited to what may reasonably be supposed to have been in this contemplation of the parties. The defendant is bound to make reparation for all the actual damages directly flowing from the fraudulent inducement. All such damages can be recovered: and it does not lie in the mouth of the fraudulent person to say that they could not reasonably have been foreseen.

  • Livanova Plc v Sorin SPA
    • Chancery Division
    • 23 Set 2015

    Turning to the present case, carrying out the exercise identified by Sales J, I am satisfied that this is a proper case for the court to give approval under Regulation 16. It may be, for the purposes of the present case, sufficient to leave the matter there. However, I consider that it is well arguable that Sales J went too far in describing the nature of the exercise required of the court under Regulation 16.

    I mention this matter because the court has an interest of its own in knowing what exactly it is expected to do on an application of the present kind. If it is asked to carry out a careful, thorough scrutiny of the benefits and dis-benefits of the proposal that will require the parties to put in extensive material to satisfy the court of those matters. It will involve the judge doing extensive pre-reading, particularly in a case where he is likely to hear from one side only.

  • East v Maurer
    • Court of Appeal
    • 28 Set 1990

    Thus, by the time the writ was issued they would have had the capital asset constituted by the new business, plus the profits made by that new business in the intervening period. One may assume the value of this capital asset to be the same as the value which the plaintiffs placed on the Exeter Road business, namely £20,000.

  • Jones v Jones
    • Court of Appeal
    • 28 Ene 2011

    Take a work of art or land with potential for development which a spouse has owned since prior to the marriage and which, without activity on his or her part, has substantially increased in value during it. Passive growth is to be contrasted with growth as a result of contributions of one sort or another made during the marriage, i.e. of activity, irrespective of whether such is achieved with the assistance of a spring-board already in position.

  • Lombard Medical Technologies Plc v the Companies Act 2006
    • Chancery Division
    • 18 Jul 2014

    The objection then would be that the court was not truly in a position to consider the merits of the scheme, so it could not properly exercise the jurisdiction conferred on it by Parliament to approve the scheme on behalf of all members of the relevant class or classes of shareholders.

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Books & Journal Articles
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Law Firm Commentaries
  • UK merger control: Public health emergencies and foreign takeover scrutiny
    • JD Supra United Kingdom
    • Hogan Lovells
    • 30 de Junio de 2020
    New measures, announced on 21 June 2020, will allow the UK Government to intervene in relation to transactions involving businesses with "critical capabilities" to help combat public heal...
  • Mergers and acquisitions: post-completion immigration actions
    • JD Supra United Kingdom
    • Dentons
    • 30 de Marzo de 2018
    Where an organisation has a Tier 2 Sponsor Licence to employ non-EEA workers they have a responsibility to report to the Home Office when certain events occur. Examples include where the organisati...
    ......Examples include where the organisation moves premises, changes its name, or there is a merger, takeover, de-merger or, more generally, any transaction where there is a change of ownership. . Even though we are approaching the 10-year anniversary of ......
  • FSA Censures BDO LLP for Failings as a Sponsor
    • JD Supra United Kingdom
    • Katten Muchin Rosenman LLP
    • 6 de Junio de 2011
    On June 1, the UK Financial Services Authority (FSA) announced that it had censured BDO LLP for failings while acting as a sponsor during the takeover by Shore Capital Group PLC of Puma Brandenburg...
  • UK Takeover Panel's Code Committee Proposes Changes to Treatment of Offer Conditions and Offer Timetable
    • JD Supra United Kingdom
    • Jones Day
    • 24 de Noviembre de 2020
    The Code Committee ("Code Committee") of the UK Takeover Panel ("Panel") has published a consultation paper proposing a number of amendments to the City Code on Takeovers and Me...
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