Mergers and Takeovers in the US and UK Law and Practice

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A detailed and authoritative practitioner work on mergers and acquisitions of companies in the US and UK, this will be an important reference for lawyers on both sides of the Atlantic (including all major companies with dealings in those jurisdictions). It covers law and practice in the US and UK in equal detail: the US chapters cover both federal and key state regulatory regimes; UK chapters include coverage of the City Code and developments in the European Union. The author combines a strong academic background with extensive experience as a practicing lawyer with the US firm Shearman & Sterling, one of the top mergers and acquisitions firms in the world.

Tables of Cases

xxv

Tables of Primary and Secondary Legislation

xli

A. TAKEOVERS IN THE US---LAW AND PRACTICE

Merger and Tender Offer Structures in the US

Overview of Recommended/Negotiated Acquisitions in the US: Long-form Mergers and Recommended Tender Offers

Introduction---an overview of recommended/negotiated acquisitions compared with hostile takeovers

(3)

Negotiated/recommended acquisitions: the long-form stock-for-stock merger

(9)

Negotiated/recommended acquisitions: the cash tender offer followed by a back-end `freezeout' merger

(9)

Negotiated/recommended acquisitions: share exchange offers---a viable alternative

(5)

Mechanics of Long-form Mergers

Introduction

(3)

Merger structures

(10)

Merger mechanics under the Delaware General Corporation Law---Sections 251 through 261

(22)

Principal Clauses in Agreements for Negotiated/ Recommended (i) Long-form Mergers and (ii) Tender Offers

Introduction

(1)

Confidentiality agreements

(2)

Merger Agreement in multi-step recommended cash tender offer followed by a back-end freezeout merger

(17)

Merger Agreements in long-form stock-for-stock mergers

(35)

Financial advisor's fairness opinions

117

(1)

Hostile Takeover Techniques: Tender Offers and Shareholder Coercion

Introduction

118

(4)

Historical development of hostile coercive tender offers

122

(4)

Coercion in tender offers; US and UK regulatory responses

126

(10)

Creeping acquisitions in hostile tender offers: acquiring a beachhead stake

136

(3)

Eliminating Minority Shareholders Through Back-end `Freezeout' Mergers; Appraisal Rights and Other Remedies

Introduction

139

(3)

Delaware's short-form `freezeout' merger statute: Section 253

142

(6)

`Proper business purpose' doctrine eliminated as a requirement for a freezeout merger

148

(1)

Dissenting from the freezeout merger: minority shareholder remedies and appraisal rights

149

(9)

Entitlement to the statutory appraisal remedy

158

(12)

Determining the `fair value' of the dissenting shares in an appraisal procedure: from the `Delaware block' method to the `liberalized test of entire fairness'

170

(24)

The test of `entire fairness' under Weinberger v. UOP, Inc.

194

The US Federal Regulatory Structure

Introduction: An Overview of the Williams Act

(10)

Acquisitions of 5% or More of the Target's Securities: Schedules 13D and 13G Filings

The reporting requirement of Section 13(d)

(1)

Reporting on the short-form Schedule 13G

(2)

The `10-day window'

(1)

Beneficial ownership

(5)

Joint and group filings

(1)

Meaning of `group' for purposes of Section 13(d) and (g)

(3)

Content of Schedule 13D

(7)

Schedule 13G

(5)

Content of Schedule 13G

(11)

Amendments to Schedules 13D and 13G

(3)

Tender Offer Mechanics: Sections 14(d) and 14(e) of the Securities Exchange Act 1934, and Regulations 14D and 14E

Introduction

(1)

SEC's M & A Release No. 33-7760; 34-42055; IC-24107; File No. S7-28-98---effective January 24, 2000

(1)

Section 14(e) and Regulation 14E: rules which govern all tender offers and exchange offers

(4)

Section 14(d) and Regulation 14D

(7)

Commencement of a tender offer, filing requirements, and dissemination of tender offer materials

(3)

Communications before and after the formal commencement of an offer

(2)

Dissemination by long-form publication, or a summary advertisement or the `use of stockholder lists and security position listings'

(2)

Specific rules for share exchange offers---'early commencement' and balancing the regulation of cash tender offers and share exchange offers

(5)

Early commencement of exchange offers---Rule 14d-4(b)

(4)

Tender Offer Materials

The Schedule TO and the `Offer to Purchase'

(4)

Contents of the Offer to Purchase

(20)

The Timetable for a Tender Offer

Twenty US business day minimum offer period

103

(1)

Subsequent offering period following the initial twenty business day offer period

104

(1)

Prompt payment

105

(1)

Shareholder withdrawal rights

106

(1)

Statutory pro rata requirements

107

(1)

The all holders and best price rules

108

(3)

Restrictions on purchases of Target shares after commencement of the tender offer

111

(1)

Target Corporation Board's Response to the Tender Offer

Rule 14e-2 and Rule 14d-9

112

(6)

The Schedule 14D-9

118

(10)

Amendments to Schedule 14D-9

128

(1)

Tender Offers and `Street Sweeps'

Absence of a definition of `tender offer'

129

(2)

`Street sweeps'

131

(4)

The `eight factor' test---the test in Wellman v. Dickinson

135

(6)

Proposals for Reform

141

(3)

The General Antifraud Provision of Section 14(e) of the Williams Act: An Overview of the Erstwhile Competition Between Federal Law and State Law Regulation of Tender Offers

144

(11)

Going Private Transactions: Rule 13e-3 and Schedule 13E-3

Introduction

155

(4)

Special committee of independent outside directors

159

(3)

Applicable standard of judicial review in `going private' transactions

162

(5)

Application of Rule 13e-3

167

(3)

Contents of the Schedule 13E-3

170

(20)

An Overview of the Hart-Scott-Rodino Anti-Trust Improvements Act

Premerger notification requirements

190

(1)

Threshold tests for application of the HSR

191

(3)

Valuation of securities and assets for purposes of the HSR

194

(2)

Statutory exemptions from the filing obligation

196

(4)

Acquisition of the securities or assets of foreign companies

200

(3)

HSR filing procedures and waiting periods---initial waiting period of 15 calendar days for cash tender offers, and 30 calendar days for other transactions

203

US State Anti-takeover Statutes

Introduction: First Generation Anti-takeover Statutes

(7)

The US Supreme Court's Judgment in Edgar v. MITE Corp.

(4)

The New Era of Second Generation Takeover Statutes and the US Supreme Court's Judgment in CTS Corp. v. Dynamics Corp. of America

(11)

Second Generation Anti-takeover Statutes

(21)

Control share acquisition statutes

(5)

Supermajority and fair price statutes

Control share cash out statutes

(11)

Disgorgement and anti-greenmail statutes

(3)

Constituency and corporate interest group statutes

(5)

Disclosure statutes

(2)

Third Generation Anti-takeover Statutes: Business Combination Statutes

(5)

The New York Business Combination Statute

(5)

Delaware Business Combination Statute

Fiduciary Duties in US Corporate Takeovers: The Business Judgment Rule, the Unocal Test, and the Revlon Auction Duty

Introduction: Standards of Judicial Review

(9)

The procedural posture of takeover litigation under Delaware law

(1)

The crucial importance of determining the correct standard of judicial review: the traditional business judgment rule; entire fairness, the Unocal standard; and the Blasius standard

(6)

The Separation of Ownership and Control and General Fiduciary Principles: US and UK Principles

(4)

The Business Judgment Rule in US Takeovers

The nature of the business judgment rule

(3)

Rationale of the business judgment rule

(4)

The traditional allocation of burdens under the business judgment rule

(2)

The business judgment doctrine: less protection for defensive measures?

(3)

Elements of the business judgment rule: a framework for discussing the duty of loyalty and the duty of care

(2)

Aspects of the duty of loyalty in corporate takeovers

(11)

Aspects of the duty of care in corporate takeovers

(16)

The Evolution and Structure of the Unocal Test

Objections to applying the traditional business judgment rule in takeover transactions

(4)

The dilemma facing the Cheff progeny and the answer provided by Unocal

(5)

The structure of the Unocal test

(5)

Burden shifting under Unocal---shifting the initial burden to the defendant directors

(3)

The first stage of Unocal's inquiry: the meaning of a `threat' for purposes of Unocal

(3)

The second stage of Unocal's inquiry: the `reasonableness' of a defensive tactic; a `range of reasonableness' under Unitrin

(4)

The Application of the Unocal Test in the Delaware Courts: Anderson, Clayton, and Interco to Unitrin

Introduction

(1)

Threats of structural coercion

(1)

Threats of substantive coercion: Anderson, Clayton

(5)

Threats of substantive coercion: Interco

(7)

The Interco progeny and increasing formalism: Grand Metropolitan v. Pillsbury and Polaroid II

(5)

A return to the flexible Unocal test---the decision in Paramount Communications

(6)

A summary and conclusion on the Interco progeny and Paramount Communications---implications for the `just say no' defence

104

(7)

An expanded Unocal test---'draconian' defensive tactics and a `range of reasonableness': Unitrin, Inc. v. American General Corp.

111

(12)

When Does the Unocal Analysis Apply? Standard Business Decisions v. Defensive Measures; Mergers v. Defensive Measures; Enhanced Protection for Pre-Planned Anticipatory Defensive Measures; Shareholder Ratification

Standard business decisions v. defensive measures

123

(3)

Mergers v. defensive measures

126

(2)

Enhanced protection for pre-planned anticipatory defensive tactics

128

(4)

The effect of ratification by the Target's shareholders on the validity of defensive measures, and the applicable standard of review

132

(5)

The Target Directors' Auction Duty Under Revlon and Macmillan

Introduction: The `Revlon auction duty'

137

(4)

The initial uncertainty following Revlon

141

(6)

The auction duty as developed in Macmillan and Paramount/QVC---a `range of reasonableness'

147

(10)

When does the duty to conduct an auction arise? The judgments in Paramount Communications and Paramount/QVC

157

(12)

Tilting the level playing field

169

(23)

The duty to solicit bids

192

Defensive Measures Against Corporate Takeovers

Introduction

(3)

Shark Repellents---Structural Defences in the Certificate of Incorporation or By-laws

Introduction: charter and by-law amendments

(4)

The defensive effect of shark repellents

(2)

Supermajority voting requirements and fair price provisions

(8)

Classified or staggered board of directors

(4)

Removal of directors only for `cause'

(2)

Cumulative voting provisions

(4)

Filling vacancies and newly created directorships

(6)

Control over the corporate voting machinery: limitations on calling special meetings, written consent procedure and advance notice requirements

(1)

Dual Class Capital Structures; `Blank Cheque' Preferred Stock

Introduction

(1)

Dual class capital structures under Delaware law

(7)

Rule 19c-4 and Stock Exchange policy

(3)

Restrictions on the Transfer of Stock; Voting Agreements etc.

Restrictions on stock transfers

(2)

Voting trusts and other voting agreements

(2)

Shareholder Rights Plans---Poison Pills

Introduction

(7)

The Delaware Supreme Court's decision in Moran v. Household International, Inc.

(6)

Mechanics for adopting a poison pill

(6)

Mechanics and features of the `flip-in/flip-over' poison pill

(7)

Hypothetical Target company poison pill example

(2)

Redemption of the rights

(2)

Variations of the standard poison pill: `chewable pills'; shareholder referendums; adverse person provisions; permitted offer exception

(4)

Circumventing the poison pill through a proxy contest: `dead hand' or continuing director provisions

(9)

Judicial scrutiny of poison pills

(13)

Defensive Restructuring Programmes: Recapitalizations; Defensive Share Issuances; Repurchases and `Greenmail'; `Crown Jewels' Asset Sales and Spin-offs

Recapitalizations: introduction

106

(4)

Implementation of a defensive recapitalization

110

(3)

Recapitalizations: the anti-takeover effect of `poison debt'

113

(2)

Increased management and ESOP voting power in defensive recapitalizations

115

(1)

Judicial scrutiny of defensive recapitalizations

116

(30)

Defensive spin-offs and `crown jewel' sales

146

(4)

Judicial scrutiny of `crown jewel' sales and `spin-offs'

150

(10)

Defensive share insurances and `white squire' transactions

160

(24)

Defensive share repurchase plans: self-tender offers, defensive street sweeps, and standstill agreements

184

(6)

Defensive self-tender offers: compliance with Rule 13e-4 of the Williams Act

190

(29)

Judicial scrutiny of defensive self-tender offers

219

(9)

Defensive street sweeps

228

(3)

Standstill agreements and confidentiality agreements

231

(12)

Greenmail Payments

243

(16)

The opposition to greenmail

244

(4)

The arguments in support of greenmail

248

(6)

Judicial scrutiny of greenmail payments

254

(5)

Lock-up Agreements

Share and crown jewel or asset lock-up agreements

259

(7)

No-shop/No-talk Provisions, Fiduciary Out Clauses, and Break Fees

No-shop/no-talk provisions; `force the vote' clauses; fiduciary duty out clauses

266

(16)

Obstructive Litigation as a Defensive Tactic

282

Proxy Contests and Written Consent Solicitations in the United States

Introduction: Proxy Contests, Consent Solicitations, and Corporate Control

(13)

Overview of Federal and State Law Governing Proxy Solicitations Section 14(a) and Regulation 14A of the Exchange Act

Introduction

(3)

Federal law regulation of proxy solicitations

(1)

Rule 14a-12: `Solicitation before furnishing a proxy statement' and the requirement to provide a proxy statement under Rule 14a-3

(4)

Rules 14a-1 and 14a-2: `solicitation'

(5)

Rule 14a-3 and Schedule 14A: disclosure requirements

(27)

Rule 14a-4, Rule 14a-5, and Rule 14a-10: proxy card and presentation of information in proxy statements; `short slates' and discretionary voting authority

(4)

Rule 14a-6: filing requirements and confidential treatment of preliminary proxy materials

(4)

Rule 14a-7: shareholder lists; shareholder inspection rights under state law

(2)

Shareholder inspection rights under state law

(4)

Rule 14a-8: inclusion of shareholder proposals in the corporation's proxy statement

(6)

Rule 14a-13: duty of corporation to communicate with beneficial owners

(1)

Rule 14a-9: general anti-fraud provision

(2)

State law duties of disclosure

(8)

State Corporation Laws Regulating Proxy Solicitations and Shareholder Meetings

Introduction

(2)

Quorum requirements, voting and supermajority voting requirements, notice, and record date provisions

(5)

Annual shareholders' meetings and the calling of special shareholders' meetings: postponing shareholders' meetings in corporate control contests

(8)

Advance notice provisions and requirements, and shareholder nominations and proposals

100

(8)

Corporate Action by Written Consent

Introduction

108

(4)

The use of the written consent procedure in corporate control contests

112

(8)

The fixing of a record date in the written consent procedure

120

(3)

Impermissible Manipulation of the Corporate Machinery: The `Compelling Justification' Test in Blasius Industries, Inc. v. Atlas Corp.

123

(10)

The Interaction Between the `Compelling Justification' Test under Blasius, and the Unocal/Standard of Review

133

B. TAKEOVERS IN THE UK---LAW AND PRACTICE

The Framework of UK Takeover Regulation

Introduction: The Central Role of the City Code on Takeovers and Mergers; Interaction with the Companies Act 1985

(2)

General Principles of the City Code

(9)

Overview of the General Principles

(8)

The City Code: Rules of Best Practice, Jurisdictional Ambit, and Administration

Rules of best practice

(2)

Jurisdictional ambit of the City Code

(4)

Administration of the City Code

(7)

The Self-regulatory Nature of the City Code

Background and enforcement

(7)

Judicial review of Panel decisions: the judgments in Datafin and Guinness

(9)

An Overview of UK Acquisition Methods

Offers under the City Code, and schemes of arrangement under the Companies Act 1985

(10)

Overview of a typical offer made under the City Code

(9)

The Financial Services and Markets Act 2000

Background and overview

(3)

The regulation of market abuse

(8)

Stock Exchange Regulations Affecting Takeovers in the UK

Listing rules---the `Purple Book'

(5)

Purple Book, Chapter 10: transactions; and paragraph 10.45: takeovers and mergers

(11)

Financial Assistance and MBOs under Section 151 of the Companies Act 1985

Introduction

(4)

Section 151---the general prohibition

(3)

The meaning of `financial assistance'

(3)

Exceptions to Section 151

(10)

Financial assistance in public to private MBO transactions

107

(12)

Liability for breach of Section 151

119

(4)

Reform of Sections 151 to 158 of the Companies Act 1985

123

(1)

UK Merger Control under the Enterprise Act 2002

Introduction and overview

124

(3)

Transactions subject to the Enterprise Act 2002, and applicable thresholds

127

(2)

Timetable for reference

129

(1)

Review and referral procedures of the OFT; confidential guidance

130

(5)

Review process of the CC and the `SLC' determination

135

(5)

Overview of Competition Law Governance under the EC Merger Regulation

Introduction

140

(2)

Notification on Form CO

142

(2)

Thresholds for determining a `community dimension'

144

Stakebuilding Below the 30% `Control' Threshold; the `SARs' and Partial Offers; Statutory Schemes of Arrangement and Compulsory Acquisitions of Minority Shares

Introduction

(2)

Disclosure under Part VI Companies Act 1985: Acquisitions of 3% or more of the Target's shares

Introduction

(1)

The disclosure of `notifiable interests' of 3% of a class of shares

(2)

Information to be disclosed under Part VI of the Companies Act 1985

(1)

`Interests' in shares for purposes of Part VI of the Companies Act

(3)

`Notifiable interests' held by a group of persons; `concert parties'

(5)

Penalties and investigations under Part VI of the Companies Act 1985

(3)

Statutory investigations

(5)

The Substantial Acquisition Rules ('SARs')---'Dawn Raids'

Introduction

(5)

The provisions of the SARs

(11)

Partial Offers: Restrictions under Rule 36 of the City Code

(8)

Statutory Mechanisms for Effecting Takeovers in the UK

Scheme of arrangement under Sections 425--427 of the Companies Act 1985

(14)

Reconstruction in the course of voluntary liquidation under Section 110 of the Insolvency Act 1986

(3)

Compulsory Acquisition of Minority Shareholders

Introduction

(1)

Sections 428--430A of the Companies Act 1985: compulsory acquisition of shares

(17)

Elimination of minority shareholders pursuant to a scheme of arrangement under Sections 425--427 of the Companies Act 1985

(3)

Elimination of minority shareholders pursuant to a reconstruction under Section 110 of the Insolvency Act

(1)

Elimination of minority shareholders pursuant to a reduction of capital under Section 135 of the Companies Act

(5)

Provisions of the articles of association allowing for the compulsory acquisition of minority shares

The Regulation of Takeovers under the City Code

Introduction: An Overview of the City Code

(9)

The definition of `control' under the City Code

(3)

Definition of `acting in concert' under the City Code

(2)

Definition of `associate' under the City Code

(1)

Preliminary Steps: The Approach, Announcements of the Offer, and Independent Financial Advice under Rules 1, 2, and 3 of the City Code

The approach. City Code, Rule 1, and General Principle 3

(3)

Secrecy, timing, and contents of announcement. City Code, Rule 2

(18)

Independent financial advice. City Code, Rule 3

(7)

The Regulatory Timetable, Revisions to the Offer, and Shareholder Withdrawal Rights: Rules 30 to 34

Posting the offer document and the offeree board circular. Rule 30

(1)

The regulatory timetable

(5)

Restriction on Target company announcements after the 39th day. Rule 31.9

(1)

No extension statements. Rule 31.5

(2)

Payment of consideration. Rule 31.8

(1)

Revisions to the offer. Rule 32

(3)

No increase statements. Rule 32.2

(3)

Alternative offers. Rule 33

(2)

Withdrawal rights. Rule 34

(1)

Timetable for a Bid

(1)

Counteracting Shareholder Coercion in Takeovers: Acceptance Conditions, Pricing Requirements, and the Prohibition of Shareholder Discrimination

(35)

The 50% acceptance condition. Rule 10

(3)

Announcement of acceptance levels. Rule 17

(3)

Nature and amount of the offer price. Rule 11 and Rule 6

(14)

Comparable offers and offers for convertible securities. Rules 14 and 15

(4)

The prohibition of special arrangements with favourable conditions. Rule 16

(7)

Inducement fees ('break fees'). Rule 21.2

(3)

Conditions to Which the Offer is Subject. Rules 12 and 13 Competition law reference. Rule 12

(11)

Rule 13 Conditions

(9)

Post-offer Restrictions on Subsequent Offers and Acquisitions Rule 35

Introduction

104

(4)

Post-offer restrictions following a withdrawn or lapsed offer. Rule 35.1(a)

108

(1)

The obligation to confirm whether or not an offer will be made. Rule 35.1(b)

109

(3)

Regulation of the price of post-offer purchases by a majority shareholder. Rule 35.3

112

(1)

Panel dispensations from Rules 35.1 and 35.2

113

(3)

Disclosure Requirements and the Regulation of Information Under the City Code: Standards of Care and Documents in Takeover Transactions

Introduction

116

(2)

Directors oversight function

118

(2)

General obligations as to information, responsibility for information, and standards of care as to information. Rules 19 and 23

120

(10)

Equality of information to shareholders and competing bidders. Rule 20

130

(6)

The availability of documents and the display of documents. Rules 19.7 and 19.8, and Rule 26

136

(3)

The Offer Document and Disclosures by the Offeror. Rule 24

Introduction

139

(1)

Rule 24 of the City Code

140

(19)

The Target Company's Circular: The Response of the Target Company's Board of Directors. Rule 25

Introduction

159

(1)

Views of the Target company's board of directors and comments on the offeror's future intentions regarding the Target company. Rules 25.1 and 25.2

160

(2)

Rule 25.3. Shareholdings and dealings

162

(1)

Rule 25.4. Directors' service contracts

163

(1)

Rule 25.5. Arrangements in relation to dealings

164

(1)

Rule 25.6. Material contracts

165

(1)

The Regulation of Profit Statements and Asset Valuations. Rules 28 and 29

Profit forecasts. Rule 28

166

(6)

Asset valuations. Rule 29

172

(4)

Advertisements, Telephone Campaigns, Interviews, and Debates

Advertisements. Rule 19.4

176

(3)

Telephone campaigns. Rule 19.5

179

(1)

Interviews and debates. Rule 19.6

180

(1)

Stakebuilding and Disclosure of Share Dealings: City Code, Rules 4, 5, 7, and 8

Introduction

181

(1)

Restrictions on dealings. Rule 4

182

(5)

Timing restrictions on acquisitions. Rule 5

187

(3)

Consequences of certain dealings. Rule 7

190

(1)

Disclosure of dealings during the offer period. Rule 8

191

(5)

The Mandatory Bid Obligation Under Rule 9 of the City Code

The obligation to make a mandatory bid

196

(6)

Restrictions on the conditions of a mandatory offer. Rule 9.3

202

(4)

Competition law issues: references to the Competition Commission and the European Commission. Rule 9.4

206

(1)

Price and consideration under a mandatory bid. Rule 9.5

207

(1)

Obligations of directors selling shares. Rule 9.6

208

(1)

Restrictions on the exercise of control by an offeror. Rule 9.7

209

(1)

The meaning of `acting in concert' for purposes of Rule 9 of the City Code

210

(22)

Possible requirement to make a mandatory offer due to redemption or repurchase by a company of its own securities. Rule 37

232

Defensive Measures in UK Takeovers

An Overview of Defensive Measures in the UK: Contrasts with US Law and Practice

Introduction

(4)

Defensive options in the UK: contrasts with the US

(4)

General fiduciary duties of directors, obligations under the City Code and the Companies Act 1985

(14)

Restrictions on responsive defensive measures: General Principle 7 and Rule 21

(4)

Restrictions on obstructive defensive litigation in UK takeovers

(6)

Defensive Actions in Response to a Hostile Offer

Criticism of the offer and the offeror---the offeree board defence document

(10)

Management sponsored alternative transaction---defensive recapitalization

(3)

Competitive bidding contests

(21)

Defensive Measures Adopted in Advance of an Offer

Introduction

(2)

Classes of shares or convertible securities with limited or super-voting rights

(6)

Defensive share issuance to a friendly third party or an employee trust

(21)

Defensive share repurchase programmes

C. CROSS BORDER TRANSACTIONS

Cross Border Mergers and Takeovers in the UK and the US

Introduction

(5)

Cross Border Acquisitions for Cash

(3)

Acquisition of UK Target for cash

(1)

Acquisition of US Target for cash

(1)

Acquisition of UK Target by US Acquiror in Consideration for Shares

(2)

Acquisition of US Target by UK Company for Shares

(1)

An Overview of Certain Exemption From US Registration Requirements in Cross Border Transactions

(5)

Offshore offerings: Regulation S

(2)

Private placements, Rule 144A and vendor placements

(2)

Excluding US Holders and `Tier I and II Exemptions' for `Foreign Private Issuers'

Introduction: excluding US holders from an offer; SEC cross border elease

(7)

The Tier I Exemption

(7)

The Tier II Exemption

(7)

Determining thresholds of US ownership of Target securities

(3)

Rule 14e-5, UK City Code and Tier I Exemptions for Purchases Made During an Offer Period

(4)

Exemption for offers under the UK City Code

(1)

Exemption for Tier I transactions

(2)

Dual Listed Company Transactions

Introduction

(2)

Separate entities or `parallel' structures

(1)

Combined entities or joint venture structure

(3)

The twinned entities/stapled stock structure

(1)

Application of the City Code to DLC structures; anti-takeover provisions in a DLC structure

(3)

The EU Directive on Takeovers

Introduction

(5)

An overview of the principal provisions of the Takeover Directive

(711)

Appendix

771

(4)

Index

775

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Mergers and Takeovers in the US and UK Law and Practice

Summary

Author Biography

Table of Contents

Supplemental Materials