The UK Approach | Holger Spamann | December 07, 2017

H2O

The UK Approach

Original Creator: Holger Spamann Current Version: Holger Spamann Show/Hide

In global perspective, Delaware’s heavy reliance on fiduciary duties and judicial case-by-case scrutiny is an outlier. Some countries are more takeover friendly, others less. Almost all, however, are more rule-centric than Delaware.

As a counterpoint to Delaware, the UK is particularly interesting. Like the U.S., the UK is a common law country with very developed financial markets and dispersed ownership of most large corporations. You might, therefore, expect UK takeover law to resemble Delaware’s. You would be quite wrong.

Please read the following excerpts of the Takeover Code, the Companies Act 2006, and the FCA Disclosure Rules and Transparency Rules. Do these rules have analogues in Delaware law or U.S. federal securities law? In particular, consider the following:

1. Would the poison pill be legal in the UK?
2. Would other takeover defenses that we have encountered (think Unocal, Revlon) be legal in the UK?
3. If not, what other rules, if any, protect UK shareholders?
4. Who makes the rules?
5. What is the role of the courts?


EDIT PLAYLIST INFORMATION DELETE PLAYLIST

Edit playlist item notes below to have a mix of public & private notes, or:

MAKE ALL NOTES PUBLIC (3/3 playlist item notes are public) MAKE ALL NOTES PRIVATE (0/3 playlist item notes are private)
Close

Playlist Information

December 07, 2017

Author Stats

Holger Spamann

Other Playlists by Holger Spamann

Find Items

Search below to find items, then drag and drop items onto playlists you own. To add items to nested playlists, you must first expand those playlists.

SEARCH
Leitura Garamond Futura Verdana Proxima Nova Dagny Web
small medium large extra-large