chapter  16
24 Pages

Company meetings

The term 'takeover' is generally used to describe the situation where one company acquires the shares of another company. The acquiring or bidding company becomes the holding company of the acquired or target company, which therefore becomes a subsidiary. In consequence the government made the Takeovers Directive Regulations 2006. It is important therefore to understand what takeover bids are captured by the Directive. The Panel Executive can institute legal proceedings before the Hearings Committee in relation to any alleged breach of the City Code on Takeovers and Mergers. This could result in a notice of censure, a report to a regulatory or professional body or payment of a sum of money to the holders of the offeree securities. Section 911 provides for inspection of the documents relating to merger, setting out the draft terms, the directors' explanatory report, the expert's report and the company's annual accounts and reports, supplemented, if appropriate.