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Corporate Review: Takeover code, Prospectus Directive and Bribery Act

28 July 2011

In the July edition of Corporate Review we see that a number of anticipated developments have fallen into place this month.

The long awaited changes to the Takeover Code have finally been released. Prompted by the fallout from the Kraft/Cadbury deal and other market developments, these amendments include changes to the rules on virtual bids, break fees and other deal protection measures, disclosure of bidder financial information and disclosure of plans relating to a target and its employees.

The UK has also implemented changes to the Prospectus Directive early. These changes increase the “100 persons” exemption to 150 persons, and the €2.5m total consideration exclusion threshold to €5m.

Following the implementation of the Bribery Act at the beginning of July, Transparency International UK is consulting on good practice principles to assist companies in conducting anti-bribery due diligence in relation to M&A transactions and investments.

The government has launched two helpful consultations. One relates to a proposal to allow an employer leaving a pension scheme to pass liability for its scheme members to another employer via a new flexible apportionment arrangement. The other is a proposal to simplify further the Carbon Reduction Commitment Energy Efficiency Scheme.

Finally, we look at why hive-downs should be considered for UK business sales.

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