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A Report On The Company

Decent Essays

Term clarifications In this report references to 'acquirers ' or 'bidders ' are a reference to the company wishing to take over the target company. A reference to the target company is a reference to the company whom the acquirers are hoping to take over. The Takeover Code is also referred to as the Code. The term employees refer to those employed by the target company. The pension scheme in question is a defined benefit occupational pension scheme. Discussion will assume that the acquirer wishes to disclose as little as possible. Research process This report has been heavily reliant on the 'Takeover Code. ' I first searched the Code for references to the word 'memorandum ' and then for the word 'pension '. I then proceeded to …show more content…

Also called letter of intent. ' The question of what constituted publication is one which was harder to identify. A definition is not included in the Code 's glossary and which created ambiguity. This ambiguity will be explored throughout this report. References to 'publication ' opened up interpretation as to how much of the document would need to be published (if it was found it required publication under the Code) consequently impacting the extent of disclosure required. I then decided to research the status of negotiations between pension trustees and acquirers to find out whether such negotiations were considered third party to the takeover offer. As a result I found there had been changes in May of 2013 to the Takeover Code in order to enhance the role of trustees and their relationship with acquirers. Trustees are therefore not to be thought of as third parties owing to their decisions directly affecting the employees of the acquirer and target company. This issue especially prominent when considering the potential for conflict of interest. Conflict of interest could arise if trustees are also senior employees of the target company who may have direct influence in board meetings and/or voting. Due to the Takeover Code reform, negotiations between trustees and acquirers are not considered third party to takeover offers. Is there a legally operative memorandum? As defined in the previous

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