SOURCE CURRENCY: 2nd Edition was published in 2015

This practical title provides a comprehensive statement of the legal considerations applicable to the takeover of a public company in the UK. Written by leading practitioners in the field, it covers the regulatory framework and the way in which takeovers work in practice (including tax and accountancy, employment and competition issues); with detailed exposition of the relevant company law considerations, merger control processes, Takeover Directives, disclosure and transparency rules, EU regulations and much more including a new chapter on pensions.

The second edition guides you thoroughly through all the steps required in a takeover, including in-depth coverage of areas such as schemes of arrangement, directors’ duties and compulsory acquisitions. An essential work for anyone involved, or about to be involved, in mergers and acquisitions, it includes broad commentary on EU regulations and their impact within the UK market.

New to this edition:

* Companies Act 2006
* Takeover Directive
* Disclosure & Transparency Rules
* New chapter on Pensions
* Abolition of Rules governing substantial acquisitions of shares
* Changes to code to provide for disclosures of dealings in derivatives
* Schemes
* Changes to The Takeover Code following consultation
* Developments of practice (competing schemes, implementation agreements)
* Prospectus Directive
* Tables of references to Code rules

General Editors
Mark Bardell
James Palmer
Stephen Wilkinson


List of Contributors
Charles Bankes, LLB (Lond) is a solicitor and a partner in Simmons & Simmons. He practices in their London office and specialises in EC and UK competition law.

Mark Bardell, MA (Cantab) is a solicitor and partner in Herbert Smith Freehills LLP. He specialises in mergers and acquisitions and has particular experience of public takeovers, having been the Secretary to the Takeover Panel for the two years ended September 2011, during which time he was closely involved in the day-to-day regulation of UK takeovers and the significant changes to the Takeover Code which came into force in September 2011. Antonia Kirkby assisted Mark in his role as general editor.

Peter Broadhurst is a solicitor and a partner at Simmons & Simmons LLP. He practices in their London office and specialises in EC and UK competition law. He regularly advises on the application of competition law to corporate transactions, including mergers, acquisitions and joint ventures.

Alison Brown is a solicitor and partner at Herbert Smith Freehills LLP. Her legal practice spans all aspects of pensions advisory, transactional and litigation matters, as well as regulatory investigations. She has over 20 years of experience in advising international employers and trustees on pension scheme creation, maintenance and termination, and in particular on the pension-related issues in domestic and cross-border corporate transactions and restructurings.

Samantha Brown is a solicitor and partner at Herbert Smith Freehills LLP. Her practice encompasses a wide range of pensions matters, acting for employers, trustees, professional advisers and other pensions stakeholders. In particular, she regularly advises commercial clients on the pensions aspects of corporate activity.

Gillian Fairfield, MA (Edin) is a solicitor and a partner at Herbert Smith Freehills LLP. She is a corporate finance specialist, whose practice covers mergers and acquisitions, corporate finance and general corporate law, focussing in particular on public takeovers. Gillian's colleague Beth Barns-Graham assisted with this chapter for the revised edition.

Mike Flockhart, LLB (Nottm) is a solicitor and partner at Herbert Smith Freehills LLP. He is a corporate finance lawyer with particular expertise in mergers and acquisitions and equity capital markets transactions. He particularly acknowledges the assistance of his colleague Simon Lindsay in the preparation of his chapter.

Mark Gearing, MA (Oxon) is a solicitor and a former partner at Allen & Overy LLP where his practice covered all types of corporate and commercial transactions including, in particular, public company takeovers. He was Joint Secretary of the Panel on Takeovers and Mergers for the two years ended April 1994.

Morven Hadden, LLB (Essex), Dip French legal studies (Université Jean Moulin, Lyon), Postgraduate Dip in EC Competition Law (King's College, London) joined the Competition Commission (CC) as a Legal Director in 2007 and was appointed as a Legal Director in the Competition and Markets Authority (CMA) in 2014. She was previously a senior associate in the EU, Competition & Regulatory department of City Law firm Simmons & Simmons specialising in EU and competition law. Morven has worked at the DTI and at BIS as a competition policy and legal adviser on the media merger provisions and on proposals for reform of the UK competition law landscape.

Malcolm Lombers, LLB (Hull) is a solicitor and partner in Herbert Smith Freehills LLP. His practice is focussed on mergers and acquisitions, acting for corporates, investment banks and funds. He is a former secretary of the City of London Law Society's Company Law Sub-Committee and the Auditing Practices Board's sub-committee on investment circulars. His colleague Marc Perkins also assisted with the preparation of Malcolm's chapter.

Greg Mulley, BCom(Fin), LLB (UNSW) is a solicitor and partner in Herbert Smith Freehills LLP and has been practising in the UK since 1997. He practises in the fields of public and private mergers and acquisitions, corporate finance including securities law and equity offerings, and general corporate law including corporate governance. He particularly acknowledges and thanks his colleague Shaun Williamson for the valuable assistance given in the preparation of his chapter.

Martin Nelson-Jones, MA (Oxon) is a solicitor and partner at Freshfields Bruckhaus Deringer LLP. He specialises in mergers and acquisitions and other corporate transactions. Madelaine McTernan and Christopher Gottlieb assisted with the preparation of Martin's chapters for the first edition. Richard Jones and Annie Whiteside assisted with their revision for this second edition.

James Palmer, MA (Cantab) is a solicitor and a partner at Herbert Smith Freehills LLP. He is currently Chair and Senior Partner of the firm. He practices in the fields of mergers and acquisitions, corporate finance and general corporate law including corporate governance. He was a member of the City of London Law Society's (CLLS) Company Law Sub-Committee from 1994 to 2014 and Chairman from 2002 to 2006. He also led the takeovers joint working party of the CLLS and the Law Society of England and Wales from 2002 to 2014. He is Chairman of the FCA's Listing Authority Advisory Panel and is also a member of the FCA's Market Practitioners Panel. Through these he has been closely involved with a wide range of developments in company law and takeover and securities regulation at both the United Kingdom and the EU levels.

David Paterson, BA (Oxon) is a solicitor and partner in Herbert Smith Freehills LLP. His practice is focused on boardroom advisory and corporate finance matters, particularly mergers and acquisitions, acting for both domestic and international corporate clients and investment banks. He is a former member of the Law Society's Company Law Committee.

Nick Rumsby, MA (Cantab) is a solicitor and a partner at Linklaters LLP. He practices in the fields of mergers and acquisitions, corporate finance and general corporate law, focusing in particular on public takeovers. Nick was Secretary of the Panel on Takeovers and Mergers for the two years ended January 2010. His colleague Joanna Healey assisted with the preparation of Nick's chapters.

Nicholas Stretch, MA (Oxon) is a solicitor and partner in CMS Cameron McKenna. He regularly advises on employee share scheme issues which arise on takeovers. His colleagues Tair Hussain, Robert Davies and Peter Bateman have contributed to his chapter. Former colleagues at Norton Rose Fulbright worked on the chapter in the first edition on which this chapter is based.

Stephen Wilkinson is a solicitor and a partner in Herbert Smith Freehills LLP where he is Global Head of Mergers and Acquisitions. His areas of practice include public and private mergers and acquisitions, joint ventures, governance and general corporate law and corporate finance advice.