ABSTRACT

This chapter considers three types of corporate restructuring: takeovers, mergers and internal reorganisations. The ideal form of merger is a combination of two pre-existing companies into a new company. In complex mergers of two groups of companies, there will be many different subsidiary companies that must seek to meld together. Often in a complex merger of that sort it is possible to maintain the distinct personality of some of the pre-existing business units by locating them within subsidiaries of resulting merged holding company in a similar form to the position before the merger. The Takeover Code is the principal source of regulations governing takeovers in the UK. The underlying aims of the Code are to ensure an orderly mechanism for the emergence of a bid for a takeover and the conduct of a takeover. This chapter considers mergers and takeovers, which are at the exciting end of spectrum and which earn investment banks huge sums in fees during boom times.