Dealing with an Unsolicited Offer - The Bank Account
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
The Morgan Lewis takeover monitor documents public tender offers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of August 18, 2022. PUBLIC TENDER...more
Twitter adopted a poison pill (i.e., a shareholder rights plan), that included a preferred stock purchase right, a flip-in right, and flip-over right, on April 15, 2022, a day after an investor offered to buy its remaining...more
In our first UK Public Markets Snapshot for 2022, we cover key recent trends and points to watch out for. Headlines Don’t ignore merger arbs – they pile in quick and often need careful handling. Takeover Panel red lines –...more
Private equity’s growing appetite for UK-listed targets comes with the need for Takeover Code-savvy dealmakers. Amid stiff competition for attractive private targets, PE firms are competing more regularly against...more
Types of M&A Transactions – – Takeover bids (like a U.S. tender offer) – Plans of arrangement – Amalgamations (like a U.S. merger) – Asset sales – Share sales (e.g., private purchase of control block) –...more
Attitudes are shifting, thanks to changes in corporate governance - Japan has long resisted unsolicited takeovers. Despite the prevalence of such transactions in other large M&A markets such as the US and in Europe, never...more
PE dominance - Private equity and family offices are exerting increasing influence over public takeovers in the UK, with public to private transactions ("P2Ps") making up more than 2/3 of all bids in H1 2021 and...more
And like that [poof], Ozy Media is no more, shutting down on Friday after an incredible 5-day period in which reporting from Ben Smith “raised questions about the company and its leadership team” after a phone call in which a...more
In Re Osum Oil Sands Corp., the Alberta Securities Commission (the Commission) dismissed the application of Osum Oil Sands Corp. (Osum) to cease trade a hostile take-over bid commenced by Waterous Energy Fund (Waterous), an...more
Allen & Overy has published, in collaboration with Georgeson, a practical “Guide on the strategy behind the success of a takeover bid”, which provides guidance on managing these types of transactions. ...more
A unanimous SCOTUS ruling this week curbs the FTC’s “longtime practice of seeking to recover ill-gotten gains from companies and individuals who cheat or mislead consumers,” with the justices finding that the 1973 law that...more
Under German takeover law the bidder in a voluntary public takeover is given two options with regard to what the bidder offers the shareholders of the target company as compensation for their shares. ...more
On 31 March 2021, the UK Takeover Panel (the Panel) published Response Statement 2020/1 (the RS) in response to the Public Consultation Paper 2020/1 published by the Panel on 27 October 2020 (the PCP). The PCP proposed...more