Unsolicited Takeovers

UK UPDATE – A Guide to Takeovers in the United Kingdom

Published on: December 5 2011
Contributed by: Nigel Boardman, Slaughter and May (London)

Executive summary:  The linked memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers.  It first describes the UK bodies which regulate takeovers of such companies and then summarizes the more important legislation and rules under which they do so. Click here to … Continued

Editors’ Note:  Nigel Boardman’s October 3, 2011 post focused on the UK’s response to the Cadbury takeover, through adoption of a revised edition of the UK Takeover Code on September 19, 2011.  This follow-up post provides Slaughter and May’s updated Guide to Takeovers in the UK, a valuable reference based on Slaughter’s leadership and deep expertise in the area.

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GERMAN UPDATE – New Disclosure Requirements to Prevent Secret Stake-building in German Listed Companies

Published on: November 23 2011
Contributed by: Dr. Christof Jäckle and Dr. Emanuel P. Strehle, Hengeler Mueller (Frankfurt/Munich)

Executive Summary: New share- and instrument holding disclosure rules concerning German listed companies go into force on 1 February 2012. The new rules particularly intend to prevent secret stakebuilding in listed companies. The new rules are likely to have a significant impact on public takeovers. The rules may also apply, under particular circumstances, to non-German companies … Continued

Editors’ Note:  Christof Jäckle and Emanuel Strehle are partners at Hengeler Mueller and members of XBMA’s Legal Roundtable.  As leading German M&A specialists they have broad experience with German public companies in the takeover arena, and the German ownership disclosure requirements that have recently been modified.  This paper follows Olivier Diaz’ recent post on LVMH’s stakebuilding in Hermes and the French regulatory reaction, further marking the trend of modernizing disclosure requirements in many jurisdictions in order to address under-the-radar stakebuilding. We invite papers from other jurisdictions on this topic.

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ITALIAN UPDATE – Formation of New Italian Fund to Protect Italian National Champions, in Reaction to the Takeover of Italy’s Parmalat by France’s Lactalis

Published on: October 7 2011
Contributed by: Alberto Saravalle and Umberto Nicodano, Bonelli Erede Pappalardo (Milan)

Executive summary: The recent acquisition of Parmalat — one of the biggest Italian listed companies — by the French dairy group Lactalis, caused a huge debate in the financial and political communities in Italy. Lactalis’ bid was initially met with stiff Italian resistance, including encouragement of potential local “white knights,” issuance of an emergency decree … Continued

Editors' Note: Alberto Saravalle and Umberto Nicodano are senior partners of Bonelli Erede Pappalardo and members of XBMA's Legal Roundtable. As two of Italy’s leading M&A practitioners, they bring an invaluable perspective to Italy's reaction to the Parmalat takeover, which differs markedly from the UK's reaction to the Cadbury takeover discussed in Nigel Boardman’s recent paper. This paper raises interesting questions about the defensive use of Sovereign Wealth Funds, which is sure to be a topic of discourse in the coming years.

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UK UPDATE – Changes Adopted to UK Takeover Regime to Strengthen Position of UK Targets, Prompted by Kraft’s Successful Hostile Takeover of Cadbury

Published on: October 3 2011
Contributed by: Nigel Boardman, Slaughter and May (London)

Executive summary: A revised edition of the UK Takeover Code took effect on 19 September 2011. The revisions were prompted by Kraft’s hostile takeover of Cadbury in 2010, which triggered debate about the weak position of UK target companies. The revised Code introduces rules to strengthen the target’s position, namely an enforced “put up or … Continued

Editors’ Note: Nigel Boardman is a partner at Slaughter and May and a founding director of XBMA.  As one of the leading M&A lawyers in the UK, Mr. Boardman’s perspective on the UK’s response to the Cadbury takeover is informed by broad experience in a range of significant solicited and unsolicited cross-border transactions over many years.  Mr. Boardman’s paper is the first in a series of posts that will focus on various jurisdictions’ reactions to foreign takeovers of important domestic companies.

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XBMA – Quarterly Review for Q1 2011

Published on: June 29 2011

The attached slides summarize trends in cross-border M&A and strategic investment activity throughout the first quarter of 2011.   Highlights: Global M&A volume for Q1 2011 was US$671.8 billion, up 29.5% as compared to Q1 2010. Cross-border transactions have rebounded substantially from 2009: 38% of Q1 2011 global M&A was cross-border — up slightly from … Continued

Editor's Note: This is an example of the type of post and content the XBMA Forum seeks to showcase.

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The views expressed herein are solely those of the author and have not been endorsed, confirmed, or approved by XBMA or any of the editors of XBMA Forum, nor by XBMA’s founders, members, contributors, academic partners, advisory board members, or others. No inference to the contrary should be drawn.