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Update on the UK implementation of the EU Take over Directive30/05/2006. Source: Freshfields Bruckhaus Deringer.
 This briefing from Freshfields Bruckhaus Deringer looks at how the UK government proposes to implement the EU Takeover Directive and how the UK Take over Panel intends to change the Takeover Code to reflect the Directive and UK legislation.
The UK legislation to implement the Takeover Directive has recently been published. In the middle of November 2005, the UK Takeover Panel (the Panel) published a Panel Consultation Paper explaining how it intends to change the UK Takeover Code (Code) to reflect the Directive and the legislation. Copies of the legislation and the Panel Consultation Paper can be accessed at www.freshfields.com/takeoverdirective.
The legislation and the proposals in the Panel Consultation Paper are generally in line with the proposals published by the Department of Trade and Industry and the Panel in January (see our briefing UK implementation of the EU Takeover Directive, January 2005, which can be accessed on our website). However, the UK legislation includes one new provision in clause 628.
This makes it a criminal offence for a bidder to publish an offer document if they knew that it did not comply with, or was reckless as to whether it complied with, certain Directive-based content requirements (which will be set out in the Code), and they failed to take reasonable steps to secure that it did comply. The offence also covers any director, officer, member, employee or agent of the bidder who causes the offer document to be published, and applies in the same way to the directors and officers of the target company in relation to defence circulars. The offence does not apply to all bids, but only bids for target companies that have securities carrying voting rights admitted to trading on a regulated market.
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Freshfields Bruckhaus Deringer is a leading law firm for European private equity and venture capital. Our international private equity group provides our clients with a combination of the local insight of lawyers in our network and money-centre know-how, delivered by fully integrated international teams. We specialise in and are well known for innovative and challenging transactions. For more information about the firm please visit http://www.freshfields.com/sector/privateequity
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