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 (Civil Division)
    • 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.

  • East v Maurer
    • Court of Appeal (Civil Division)
    • 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 (Civil Division)
    • 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.

  • Walford and Others v Miles and Another
    • House of Lords
    • 23 Ene 1992

    A duty to negotiate in good faith is as unworkable in practice as it is inherently inconsistent with the position of a negotiating party. In my judgment, while negotiations are in existence either party is entitled to withdraw from those negotiations, at any time and for any reason. There can be thus no obligation to continue to negotiate until there is a "proper reason" to withdraw. Accordingly a bare agreement to negotiate has no legal content.

  • Infiniteland Ltd and John Stewart Aviss v Artisan Contracting Ltd and Artisan (UK) Ltd
    • Chancery Division
    • 30 Abr 2004

    Before I move on from this part of my judgment, there is a more general point which I wish to make. So far I have looked at the question of the quantum of any loss in the way in which the experts looked at it, making hypothetical estimates both of the but for valuation and of the actual valuation. Both experts were at pains to leave hindsight out of account in both of their valuations. It is designed to establish what the true loss to Infiniteland has been.

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Legislation
  • The Transparency Regulations 2015
    • England & Wales
    • 1 de Enero de 2015
    ...... (f) the effect of the contravention on any company merger or takeover. . (5) A voting rights suspension order may be made in ......
  • The Concession Contracts Regulations 2016
    • UK Non-devolved
    • 1 de Enero de 2016
    ...... concessionaire, following corporate restructuring, including takeover, merger, acquisition or insolvency, of another economic operator that ......
  • The Concession Contracts (scotland) Regulations 2016
    • Scotland
    • 1 de Enero de 2016
    ...... concessionaire, following corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that ......
  • The Utilities Contracts Regulations 2016
    • UK Non-devolved
    • 1 de Enero de 2016
    ...... initial contractor, following corporate restructuring, including takeover, merger, acquisition or insolvency, of another economic operator that ......
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Books & Journal Articles
  • Initiatives towards formation of academic library consortium in Malaysia
    • Núm. 35-1/2, Enero 2014
    • Library Management
    • 102-110
    Purpose: – This paper aims to report on several initiatives towards formation of national consortium among academic libraries in Malaysia. The consortium focused on subscription of online databases...
    ...... increase, license agreement, various formats of usage statistics, merger and takeover of publishers have made PERPUN (Malaysian Standing Conference ......
  • Piers Pommeroy's suffering from merger mania, but he's not sure which deal will cause more grief: his firm's planned takeover by a major plc or his mother's impending marriage to his former boss.
    • Núm. 2005, Febrero 2005
    • Financial Management (UK)
    • Pommeroy, Piers
    • SECRET DIARY - Diary entry
    ...Week 1 According to Henry, whose alma maters regularly top the educational league tables and whose erudition, therefore, exceeds even mine, life reserves the heaviest blows for those with the broadest shoulders. If that were true, I'd surely bear a......
  • Tentative Information, Inside Information, Price‐sensitive Information and Materiality
    • Núm. 3-3, Enero 1996
    • Journal of Financial Crime
    • 268-271
    The disclosure requirements derived from the Listing Rules either expressly or by implication require disclosure of ‘material’ information. These Rules also contain ample provisions which explicitl...
    ...... it s occurrenc e i s a question ; th e preparatio n o f a merger/takeove r i s a fac t an d th e probabilit y o f actua l ......
  • The efficacy of market abuse regulation in the UK
    • Núm. 24-3, Julio 2016
    • Journal of Financial Regulation and Compliance
    • 248-267
    Purpose: The purpose of this paper is to ascertain the efficacy of Financial Services and Markets Act (FMSA) (2000) in deterring illegal insider trading in target companies around the time of a mer...
    ...... illegal insider trading in target companies around the time of a merger and aquisition announcement. Design/methodology/approach – The author ...) around both the announcement and rumour date for a sample of UK takeovers between 2001 and 2010. Findings – Statistically signicant CAARs ......
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Law Firm Commentaries
  • UK merger control: Public health emergencies and foreign takeover scrutiny
    • JD Supra United Kingdom
    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
    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
    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...
    ...... BDO LLP for failings while acting as a sponsor during the takeover by Shore Capital Group PLC of Puma Brandenburg Limited. This is the FSA's ... by Shore Capital to provide advice as a sponsor on its proposed merger with Puma. BDO was made aware that the transaction might constitute a ......
  • UK Takeover Panel's Code Committee Proposes Changes to Treatment of Offer Conditions and Offer Timetable
    • JD Supra United Kingdom
    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...
    ...... UK Takeover P anel (“Panel”) has pub - lished a consultation paper proposing a number of amendments to the City Code on Tak eovers and Mergers (“Code”) which, if adopted, will mark a significant departure from the current rules. The Code Committee is inviting responses to the ......
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