Labour law
The Transfer of Undertakings (Protection of Employment) Regulations came into force in 1981 and implement a European Directive on takeovers.
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Mergers and acquisitions in United Kingdom law refers to a body of law that covers companies, labour, and competition, which is engaged when firms restructure their affairs in the course of business.
In company law, there are three main areas that regulate mergers and acquisitions (also, reconstructions or takeovers). There are three main areas of law, those to do with schemes of arrangement overseen by a court, those for general reconstructions, demergers, amalgamations and so on that are not overseen by a court, and takeovers, which concern acquisitions of public companies.
Takeovers refers to acquisitions of one company by another. In the City of London, the Panel on Takeovers and Mergers, established in 1968, oversees Companies Act duties, including those laid down in the European Directive on Takeover Bids (2004/25/EC) for public companies. Under the Companies Act 2006, s.979 gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders (squeeze out). Conversely, s.983 allows minority shareholders to insist their stakes are bought out. The rules come under Part 28 of the Act.
More generally, the City Code on Takeovers and Mergers [1] (also called "City Code" or "Takeover Code") lays down rules for a takeover, found in the so-called Blue Book. The Code used to be a non-statutory set of rules that was controlled by City institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from City services run by those institutions, it was regarded as binding. In 2006, the Code was put onto a statutory footing as part of the UK's compliance with the European Directive on Takeovers. [2]
The Code requires that all shareholders in a company should be treated equally, regulates when and what information companies must and cannot release publicly in relation to the bid, [3] sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.
In particular:
The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished, [4] because it was viewed to be unnecessarily restrictive of shares between 15% and 29.9% of a company's voting rights.
The Transfer of Undertakings (Protection of Employment) Regulations came into force in 1981 and implement a European Directive on takeovers.
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UK law on merger control follows European Union law. The competence to deal with issues that only affect the UK market falls under the OFT and Competition Commission's jurisdiction. These two institutions are influential players in the development of European merger law. The term under EC law for merger is "concentration", which exists when a...
"change of control on a lasting basis results from (a) the merger of two or more previously independent undertakings... (b) the acquisition... if direct or indirect control of the whole or parts of one or more other undertakings." Art. 3(1), Regulation 139/2004, the European Community Merger Regulation
This usually means that one firm buys out the shares of another. The reasons for oversight of economic concentrations by the state are the same as the reasons to restrict firms who abuse a position of dominance, only that regulation of mergers and acquisitions attempts to deal with the problem before it arises, ex ante prevention of creating dominant firms. In the case of [T-102/96] Gencor Ltd v. Commission [1999] ECR II-753 the EU Court of First Instance wrote merger control is there "to avoid the establishment of market structures which may create or strengthen a dominant position and not need to control directly possible abuses of dominant positions". What amounts to a substantial lessening of, or significant impediment to competition is usually answered through empirical study. The market shares of the merging companies can be assessed and added, although this kind of analysis only gives rise to presumptions, not conclusions. [5] Something called the Herfindahl-Hirschman Index is used to calculate the "density" of the market, or what concentration exists. Aside from the maths, it is important to consider the product in question and the rate of technical innovation in the market. [6] A further problem of collective dominance, or oligopoly through "economic links" [7] can arise, whereby the new market becomes more conducive to collusion. It is relevant how transparent a market is, because a more concentrated structure could mean firms can coordinate their behaviour more easily, whether firms can deploy deterrents and whether firms are safe from a reaction by their competitors and consumers. [8] The entry of new firms to the market, and any barriers that they might encounter should be considered. [9]
Mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position.
A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.
In business, a takeover is the purchase of one company by another. In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.
Sky Group Limited is a British media and telecommunications conglomerate owned by Comcast and headquartered in London. It has operations in the United Kingdom, Ireland, Germany, Austria, Switzerland, Italy and Spain. Sky is Europe's largest media company and pay-TV broadcaster by revenue, with 23 million subscribers and more than 31,000 employees as of 2019. The company is primarily involved in satellite television.
European Union law is the system of laws operating within the member states of the European Union. The EU has political institutions and social and economic policies. According to its Court of Justice, the EU represents "a new legal order of international law". The EU's legal foundations are the Treaty on European Union and the Treaty on the Functioning of the European Union, unanimously agreed by the governments of the 28 states that were members at the time. New states may join the EU, if they agree to operate by the rules of the organisation, and existing members may leave according to their "own constitutional requirements".
European competition law is the competition law in use within the European Union. It promotes the maintenance of competition within the European Single Market by regulating anti-competitive conduct by companies to ensure that they do not create cartels and monopolies that would damage the interests of society.
Competition law is a law that promotes or seeks to maintain market competition by regulating anti-competitive conduct by companies. Competition law is implemented through public and private enforcement. Competition law is known as antitrust law in the United States for historical reasons, and as "anti-monopoly law" in China and Russia. In previous years it has been known as trade practices law in the United Kingdom and Australia. In the European Union, it is referred to as both antitrust and competition law.
In corporate finance, a tender offer is a type of public takeover bid. The tender offer is a public, open offer or invitation by a prospective acquirer to all stockholders of a publicly traded corporation to tender their stock for sale at a specified price during a specified time, subject to the tendering of a minimum and maximum number of shares. In a tender offer, the bidder contacts shareholders directly; the directors of the company may or may not have endorsed the tender offer proposal.
Lock-up provision is a term used in corporate finance which refers to the option granted by a seller to a buyer to purchase a target company’s stock as a prelude to a takeover. The major or controlling shareholder is then effectively "locked-up" and is not free to sell the stock to a party other than the designated party.
The Markets in Financial Instruments Directive 2004/39/EC as subsequently amended is a European Union law that provides harmonised regulation for investment services across the 30 member states of the European Economic Area - the 27 EU member states plus Iceland, Norway and Liechtenstein; the United Kingdom will continue to implement the directive during the transition period. The directive's main objectives are to increase competition and investor protection, and level the playing field for market participants in investment services. As of the effective date, 1 November 2007, it replaced the Investment Services Directive (ISD).
A squeeze-out or squeezeout, sometimes synonymous with freeze-out (freezeout), is the compulsory sale of the shares of minority shareholders of a joint-stock company for which they receive a fair cash compensation.
Share repurchase is the re-acquisition by a company of its own shares. It represents a more flexible way of returning money to shareholders.
European Union merger law is a part of the law of the European Union. It is charged with regulating mergers between two or more entities in a corporate structure. This institution has jurisdiction over concentrations that might or might not impede competition. Although mergers must comply with policies and regulations set by the commission; certain mergers are exempt if they promote consumer welfare. Mergers that fail to comply with the common market may be blocked. It is part of competition law and is designed to ensure that firms do not acquire such a degree of market power on the free market so as to harm the interests of consumers, the economy and society as a whole. Specifically, the level of control may lead to higher prices, less innovation and production.
The United Kingdom company law regulates corporations formed under the Companies Act 2006. Also governed by the Insolvency Act 1986, the UK Corporate Governance Code, European Union Directives and court cases, the company is the primary legal vehicle to organise and run business. Tracing their modern history to the late Industrial Revolution, public companies now employ more people and generate more of wealth in the United Kingdom economy than any other form of organisation. The United Kingdom was the first country to draft modern corporation statutes, where through a simple registration procedure any investors could incorporate, limit liability to their commercial creditors in the event of business insolvency, and where management was delegated to a centralised board of directors. An influential model within Europe, the Commonwealth and as an international standard setter, UK law has always given people broad freedom to design the internal company rules, so long as the mandatory minimum rights of investors under its legislation are complied with.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, was a landmark decision of the Delaware Supreme Court on hostile takeovers.
The following is a glossary which defines terms used in mergers, acquisitions, and takeovers of companies, whether private or public.
The City Code on Takeovers and Mergers is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive.
European corporate law is a part of European Union law, which concerns the formation, operation and insolvency of corporations in the European Union. There is no substantive European company law as such, although a host of minimum standards are applicable to companies throughout the European Union. All member states continue to operate separate companies acts, which are amended from time to time to comply with EU Directives and Regulations. There is, however, also the option of businesses to incorporate as a Societas Europaea (SE), which allows a company to operate across all member states.
The Takeover Directive2004/25/EC is an EU Directive dealing with European company law's treatment of mergers and acquisitions. It concerns the standards takeover bidders must comply with in how long a bid stays open to, who they offer to, and the information companies must give to the public about the bid. The most controversial provision, which eventually was made optional, was the requirement of the board of directors of a target company to be neutral in the bid process.
The Second Company Law Directive2012/30/EU is a European Union Directive concerning the capital requirements of public companies that operating within the European Union. A number of its provisions have become increasingly controversial since its enactment in 1976, as many rules for the maintenance and alteration of capital have been abandoned within EU member states, particularly regarding the use of minimum capital, and the accounting concept of nominal share value. Nevertheless, a large number of its rules are still seen as essential for the protection of creditors, to attempt to forestall insolvency.