As expected, the principal amendments to the Code are
substantially the same as originally proposed by the
Panel. This draws a line under the Panel's
protracted consultation process triggered by the political furore
arising from the successful takeover by Kraft of Cadbury in
From a strategic and commercial perspective, the most important
the banning of break fees and other common deal protection
the public identification of all potential bidders at the start
of a transaction via a "possible offer" announcement to
be made by the target company;
the imposition of a fixed four week period between the
"possible offer" announcement identifying a potential
bidder and the announcement of a fully financed firm offer (or a
statement that no offer will be made) by that bidder; and
the requirement for all bidders to disclose details of the
financing of the offer (including the refinancing of any existing
target company debt) and the fees and expenses associated with the
financing in the offer document and to publicly disclose (via a
website) the financing documents.
There are very limited exceptions to these new requirements, but
in all cases the co-operation and support of the target board will
be essential if a bidder is to obtain a dispensation from the Panel
and in this way the Panel believes it has achieved its key
objective of reducing the tactical advantage that a hostile bidder
has over a target company.
A number of the key changes to the Code will impact the initial
bid phase and a bidder considering a public offer for a UK company
will be under increased pressure to maintain confidentiality for as
long as possible and will need to take great care from the outset
to avoid limiting its strategic options.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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