Further Details
The following sets out the content of the course in the approximate order in which it will be discussed during the day.
The Takeover Panel
• Fundamental objectives
• The Ten General Principles
• Flexibility & the Panel Executive
• The Panel and the courts
• Overlapping regulations
• Rulings, remedies, sanctions & appeals
• The OFT and the Competition Commission
• The European Takeover Directive
Launching and managing a takeover bid
• Secrecy, the approach & announcements
• Hostile, friendly & contested bids
• Cash offers & share offers
• The offer period, revisions, extensions & lapse
• Concert parties & mandatory offers
• Voluntary, alternative and partial offers
• Equality of treatment
• Independent advice & conflicts of interest
• The “squeeze out” provisions
Contents of documents
• The offer document & defence document
• Disclosure of relevant information
• Guidance on standards
• Conditions of the offer
• Irrevocable undertakings & break fees
• Documents on display
Conduct during the offer
• Detailed analysis of timetable (Days 0 to 95)
• Hostile bid and defence strategies & tactics
• “White Knights”, “Poison pills”, unbundling etc.
• Provision of information to competing offerors
• Restrictions on frustrating action
• Profit forecasts & asset valuations
Share dealings
• Buying shares before & during an offer
• Offeree’s purchase of own shares
• Prohibited dealings
• Disclosure requirements
Guide price
£3,200 per day + VAT |