question:
“ In January 2021, Lord Lee requested that the Takeover Panel review its rules regarding the timing of when a company should disclose a takeover approach. The Panel responded in its Statement 2021/14 that it had decided against changing the rules. Using concepts from the module and your own research, discuss whether or not the Panel was correct in its assertion that the regulation of this area was already appropriately balanced. “
Notes:
1- Max word limit 2750 words
2- Footnote and bibliography style is OSCOLA – Oxford Law Faculty. footnotes are included in the word count but the bibliography is not
3- please use page numbers with footnote
4- Please also use in the essay the terms Offeror company and Offerer Company
5- Use 2- 3 resources like one book and two articles for example is addition to the below resources
5- In summary the question is about the disclosure of takeover approaches in UK in public companies and the “ the timing of when a company should disclose a take over approach “ for the shareholders in seller company to know and protect them
A- Introduction :
Please note that a very brief part of introduction can be about the takeover problem that happened when Blackstone company announced its takeover of the UK public company Signature Aviation plc . Blackstone first approach was in Feb 2020 and subsequent 6 approaches and nothing was announced and in the same time Signature Aviation plc rejected inferior bid from Global Infrastructure Partners until December 2020 when it was announced that the Signature Aviation plc board was minded to accept Blackstone’s 386 p offer delivering an inevitable significant rise in Signature’s share price ( 9 months period from Feb 2020 till December 2020 ) so lord lee sent the letter to the panel and the panel replied
B- Body : with subtitles
What is this concept of timing when a company should disclose a take over approach in the process of takeover in UK maybe a brief comparison with US law on this point
Legal authority in of this concept in UK Company Act 2006 and the Takeover Code Rules 2 – 2.2 , 2.7 , 2.9
Explain in brief Its importance in the deal process – timing – when
And in brief how the Principle of fair treatment to shareholders is protected under UK Takeover Code
Why Lord Lee asked this question ? what was the problem ? issue in Jan 2021 to Takeover Panel – Requirements of Public Company Directors Regarding Takeover Approaches he said as private investor more details government assessment made regarding existing transparency requirements of public companies in takeover approaches to disclose to shareholders say such approaches at the earliest appropriate time
To ensure fair treatment for all shareholders in takeover bids
What was the answer from the Panel ?
Statutory nature of the Company act is the basis of the Takeover Panel which sets the framework for takeovers including measures to ensure fairness to stakeholders and the rules regarding disclosure of takeover offers made including that a public company announcement must be made when a firm intention to make an offer is notified to the board of the offered company by or on behalf of an offeror irrespective of the attitude of the board to the offer . It is monitored by the independent body Panel on Takeovers and Mergers . This Panel has enforcement powers for breaches of the Takeover Code. Changes to the Code itself are a matter for the Panel.
So responsibility for changes to Code lies with the Panel
Panel Role and Authorities ( brief )
Points in favor to consider in the answer – law and case law two points max
Points against two points max
C – Conclusion:
Panel was correct in declaring in its reply to lord lee that the rules on this concept or principles as Summarizing the above principles in the UK Company Act and Takeover Code to company are appropriately balanced and constitute several layers of protection for public companies. However, maybe a slight reform on the timing mechanism is recommended in the future to make sure that the whole process is in compliance with law and transparent for all including the shareholders of the seller company
I attach some of the sources to be used among the 30 sources.
1- Lord Lee letter to Panel of 18 January 2021
2- The takeover panel – Code Committee – no 14/2021 in reply to Lord lee letter
3- UK take over Code itself – focus on Rule 2 specially rules 2.2 – and 2.7 -2.9
4- UK Company Act 20006 specifically Chapter 2 sections 170 – 181
5- Book of David Kershaw on Principles of Takeover Regulation 2016 it’s edition Oxford university tile D the 2.7 Offer Announcement pages 179 -180 and title B disclosure and information pages 271- 285
6- media news and coverage on Lord Lee letter to the Panel
Thanks
https://www.thetakeoverpanel.org.uk/download/2021-14?wpdmdl=8811
https://www.legislation.gov.uk/ukpga/2006/46/part/10/chapter/2
https://www.ft.com/content/3d1e7613-301b-4ee8-a760-303481558041
https://www.businessinsider.com/become-an-isa-millionaire-john-lee-style-2014-5?r=US&IR=T
https://www.youtube.com/watch?v=dmK1mXQLR14
