Dealing with an Unsolicited Offer - The Bank Account
Index funds and industry superannuation funds are reshaping Australia’s stock market — and with it, the rules of engagement for public M&A. Their rise is changing how deals are done, who holds the power, and what bidders and...more
On 15 October 2025, the NSW Supreme Court found that US pharmaceutical company, Cosette Pharmaceuticals, Inc. did not validly terminate its $672 million takeover of ASX-listed Mayne Pharma Group Limited. Justice Black found...more
Italy has been in the process of reforming its capital markets laws and regulations for several years with the goal of creating a simpler and more competitive regime that facilitates capital formation....more
The Legislative Decree introduces significant changes with regard to takeover bids, corporate governance, and other obligations for listed companies....more
On-market acquisitions by a bidder at prices higher than the announced bid price are not inherently illegal or unacceptable, but they should be announced promptly. ...more
Le nombre d’opérations de transformation en société fermée surpasse le nombre de premiers appels publics à l’épargne au Canada depuis le début de l’année 2023. Comme nous l’avons mentionné dans notre bulletin intitulé Essor...more
In August 2025, there were three Rule 2.7 announcements made across the UK public M&A market and one further possible offer announced....more
Emails, text messages and other electronic communications are commonplace during a takeover bid. They may be sent to all target shareholders or only to a selected group. To maximise their impact, often these messages are...more
The Takeovers Panel will decline to hear a matter about a delisting proposal, unless it is coupled with a transaction which may affect control or the acquisition of a substantial interest or is otherwise in breach of Chapter...more
From navigating relevant legislation and regulators to choosing the right deal structure, there are many factors to consider in Canadian M&A deals. Our guide addresses the key challenges and questions businesses may encounter...more
The Ontario Capital Markets Tribunal recently released its highly anticipated reasons for cease trading a shareholder rights plan adopted by Bitfarms Ltd. (Bitfarms) with a 15% trigger (15% Rights Plan). In Riot Platforms,...more
The Takeover Code (the “Code”) has published its response to its consultation on the application of the Code and is adopting the amendments previously proposed in PCP 2024/1 subject to some modifications. The changes will...more
Over the past decade, Maryland-incorporated real estate investment trusts ("REITs") have been under increasing pressure to eliminate or reduce defenses against unsolicited takeovers. Boards have been declassified, directors...more
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
On 24 April 2024, the Takeover Panel published a consultation paper, PCP 2024/1, which proposes to narrow the scope of the companies to which the Takeover Code (Code) applies. The changes would have the effect of removing UK...more
On March 11, 2024, the Ontario Capital Markets Tribunal (Tribunal) released its reasons for dismissing Mithaq Capital Inc.'s (Mithaq) application on December 14, 2023, to cease trade a private placement that Aimia Inc....more
On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more
Important guidance on “acting jointly or in concert” in a proxy contest was provided by the British Columbia Securities Commission (Commission) in NorthWest Copper Corp. (December 22, 2023). The Commission declined to find a...more
On 16 October 2023, Nikhil Rathi, Chief Executive of the FCA, delivered a speech at the City Dinner at Mansion House which describes the FCA’s work in supporting international competitiveness and growth. Amongst other things,...more
Following on from its earlier consultation, the Code Committee of the Takeover Panel has published its amendments to Rule 21 of the Code which take effect on 11 December 2023 and apply to on-going transactions which straddle...more
Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more
Draft of New Guidelines Published. On June 8, 2023, the Ministry of Economy, Trade, and Industry (“METI”), a Japanese government agency tasked with promoting economic vitality in the private sector,[1] published (in draft...more
Market Review and Outlook - Slowing economic growth, equity market volatility, stubborn inflation, rising interest rates and geopolitical tensions combined to create a hostile environment for M&A activity in 2022, with...more
On 4 April, 2023, the Takeover Panel published Response Statements in relation to two consultations on Code rule changes that it issued last year - RS 2023/3 on the offer timetable in a competitive situation and RS 2023/4 on...more
The UK Takeover Panel (the “Panel”) has introduced amendments to the definition of “acting in concert” under the Takeover Code (the “Code”) and, in particular, the circumstances in which the Panel will presume parties to be...more