UK: Takeover Code Changes Published - Is This a New Era for UK Takeovers?

Last Updated: 29 July 2011
Article by Eric Campbell and Justine Usher

Originally published 21 July 2011

Keywords: Code Committee, Takeover Panel, Takeover Code, detailed rule changes, City Code

On 21 July 2011, the Code Committee of the Takeover Panel ("Panel") published the detailed rule changes to the City Code on Takeovers and Mergers ("Code") implementing changes which it first proposed last year. The rule changes will take effect on Monday, 19 September 2011 ("Implementation Date").

Some of the changes are aimed at reducing the perceived tactical advantage that hostile bidders have over a target while others are designed to improve the offer process and to take more account of the position of persons who are affected by takeovers in addition to target shareholders. The Panel has generally adopted the draft rules published in March 2011 without material amendment.

The Panel's objectives are to:

  • protect targets against protracted "virtual bid" periods;
  • strengthen the target's position;
  • increase transparency and improve the quality of disclosure; and
  • provide greater recognition of target employees' interests.

This alert looks at some of the changes, and how they may impact on Code transactions. Transitional arrangements are also summarised where appropriate.

Naming a potential bidder

Key rule changes

An announcement by a target on or after the Implementation Date which begins an offer period must identify any potential bidder with which the target is in talks or from which an approach has been received (which has not been unequivocally rejected by the target).

Once an offer period has started, a new potential bidder won't have to be named as a matter of course. But, if the new potential bidder is identified through rumour and speculation, their identity should be disclosed. If the target itself wants to announce the existence of the new potential bidder, it must name that bidder.

A dispensation from this requirement to name potential bidders may be available where a formal sale process is initiated - see "Formal sale process" for further discussion.

Transitional arrangements

If a target is already in an offer period on the Implementation Date, the target will have until 5.00 pm on that date to name any potential bidder with which it is in talks, or from which it has received an approach, if it was in talks with or had received an approach from that potential bidder at the start of the offer period. The target will also be required to identify any potential bidder to whose existence it has referred in any announcement it has made since the start of the offer period and with which it remains in talks. This requirement to name a potential bidder will not apply where another bidder has announced a firm intention to make an offer for the target before the Implementation Date.

Comment

These changes are likely to deter unnamed bidders from leaking details of their interest in a target to the market: there is no need to name a potential bidder if there has not been an announcement which triggers an offer period. So, if there has not been rumour and speculation or an untoward movement in share price, and there is no other "trigger" for a possible offer announcement (such as extending discussions to more than a very restricted number of people), there will be no need to name publicly a potential bidder. However, the new rules give rise to a number of concerns:

  • potential bidders may be put off if they run the risk of being publicly named at an early stage in the process (and through no fault of their own), with the effect that they either decide not to make an approach to the target at all, or they elect to withdraw should a leak occur. A potential bidder may prefer to drop out of the process rather than run the risk of being associated with a "failed" bid. This may be a particular concern for private equity bidders, but is also relevant to other potential bidders; and
  • there have been suggestions that a bidder which is at an advanced stage in its bid preparations could use the new rules to its advantage to flush out any competition - if information about the first bidder were to be leaked which prompts the need for a possible offer announcement, any other potential bidders will either have to be named publicly, or withdraw.

If a potential bidder is in talks with or has made an approach to a target, and that target is in an offer period on the Implementation Date, the potential bidder should consider whether the target is required to name it publicly under the transitional arrangements described above, and if so, whether it is willing to be publicly named as a potential bidder or whether it will instead withdraw from the process.

A potential bidder must "put up or shut up"

Key rule changes

Any potential bidder first identified on or after the Implementation Date will have 28 days to either: (i) announce a firm intention to make an offer; or (ii) announce that it will not make an offer, unless the Panel has consented to an extension of the deadline. This is often referred to as a put up or shut up, or PUSU, deadline.

The 28 day deadline will not apply or will cease to apply if another bidder has already announced, or subsequently announces (before the relevant deadline) a firm intention to make an offer for the target. This is consistent with the way the put up or shut up regime currently works.

Each potential bidder will be subject to its own deadline - so, if the identities of two or more potential bidders are announced on different days, they will be subject to different deadlines. If the target wants a common deadline for all possible bidders, it will have to request deadline extensions as appropriate.

The Panel will normally consent to an extension of the PUSU deadline if requested to do so by the target board and after taking account of all relevant factors including the status of negotiations between the target and potential bidder and the anticipated timetable for completion. A target board may request different deadline extensions for different potential bidders, or an extension for one potential bidder but not others.

A dispensation from this requirement to "put up or shut up" within 28 days may be available where a formal sale process is initiated by the target board - see "Formal sale process" for further discussion.

Transitional arrangements

If a target is already in an offer period on the Implementation Date, any potential bidder which has been identified in an announcement on or before that date (including any potential bidder named on the Implementation Date to comply with the transitional arrangements described under "Naming a potential bidder") will have until 5.00 pm on Monday 17 October 2011 to (i) announce a firm intention to make an offer; or (ii) announce that it will not make an offer, unless the Panel has consented to an extension to the deadline. This will not apply where another bidder has announced a firm intention to make an offer before either the Implementation Date or 5.00 pm on 17 October 2011.

Comment

Given the relatively short timeframe in which potential bidders will have to announce a firm intention to make an offer, any potential bidder will need to be relatively far advanced in its bid preparations before approaching the target.

Bidders undertaking pre-approach due diligence, or looking to advance financing discussions pre-approach, will need to be careful about the number of parties they enter into discussions with - if the bidder extends discussions to more than a very restricted number of people (the "six person" rule), this could in turn force it to make an early announcement and start the 28 day period.

If a bidder is not in a position to announce a firm intention to make an offer within the 28 day period, it will either have to pull out, or ask the target to apply for an extension to the deadline. The Panel will normally give its decision shortly before the relevant deadline is due to expire, not at the outset of the 28 day period. The Panel's reasoning for making a decision towards the end of the 28 day period is that:

  • the status of negotiations will change during the period, and the Panel wants to be able to make its decision on the basis of the status of negotiations at the end of the period; and
  • granting an extension at the beginning of the period will not reduce a bidder's tactical advantage over a target. Granting an extension at the end of the period helps redress the balance in favour of the target.

The 28 day timeframe could prove a challenge on complex transactions, particularly those which have a cross-border element, involve share exchange consideration, or involve complex financing arrangements. In many cases, it will be clear from the outset that the 28 day period will be very difficult, or even unachievable. A potential bidder will then have to decide whether to spend time and money advancing its bid preparations in the knowledge that these will be wasted if the Panel does not grant an extension towards the end of the 28 day period. Aside from the wasted resources, there is also reputational risk with being associated with a "failed bid". A potential bidder may prefer to withdraw from the process rather than be seen to spend time and money on a bid where the current timetable is unachievable and there is no guarantee that the timetable will be extended. This may be a particular concern for private equity bidders, but is also relevant to other potential bidders.

Formal sale process

New rules will not apply to a formal sale process

Before a bidder has announced a firm intention to make an offer in relation to a target, if the target board announces that it is seeking one or more potential bidders by means of a formal sale process, the Panel will normally grant a dispensation from the requirements (i) to name potential bidders and (ii) for them to "put up or shut up" within 28 days.

See "General ban on offer-related arrangements" in relation to inducement fee arrangements that may be entered into in the context of a formal sale process.

Comment

This is a logical and appropriate exception but may be of little use in practice. It will not apply if (as is not uncommon) targets want to keep their options open and refer to a range of options which might include a formal sale process, rather than tie themselves specifically to a formal sale process.

General ban on offer-related arrangements

Key rule changes

A general ban on deal protection measures and inducement fees will be introduced, with certain limited exceptions. This ban will extend to any "offer-related arrangement" between the target and a bidder (or persons acting in concert with them) in connection with an offer. An "offer-related arrangement" is broadly defined and will catch a variety of agreements, arrangements and commitments including, for instance, implementation, exclusivity and break fee agreements. This general ban on deal protection measures and inducement fees is a reversal of developments which have taken place in recent years.

Matters excluded from the scope of this prohibition include:

  • confidentiality undertakings (although these must not contain other provisions which are themselves prohibited under the Code, such as provisions preventing the target board from publicly identifying the potential bidder);
  • a commitment not to solicit employees, customers or suppliers;
  • a commitment to provide information or assistance in relation to obtaining regulatory clearances;
  • irrevocable commitments and letters of intent;
  • any agreement or arrangement which imposes obligations only on a bidder (other than in the context of a reverse takeover), such as a reverse break fee or a standstill agreement; and
  • any agreement relating to any existing employee incentive arrangement.

In the case of a hostile offer, the Panel will normally consent to a target entering into an inducement fee arrangement with one or more "white knight" bidders, as long as the aggregate amount of inducement fees that may be paid by the target is de minimis (i.e. normally no more than 1% of the value of the target) and is only payable if an offer becomes or is declared wholly unconditional.

In the case of a formal sale process, the Panel will normally grant a dispensation from the prohibition to allow a target to enter into an inducement fee arrangement with one bidder at the time of its announcement of a firm intention to make an offer. Again, this must be de minimis and only payable if an offer becomes or is declared wholly unconditional.

Transitional arrangements

The general ban on inducement fees and other offer-related arrangements will apply with effect from the Implementation Date. Any inducement fee or other offer-related arrangement entered into before that date will not be subject to the ban.

Comment

It will be interesting to see the extent to which deal protection measures are used in the run up to the Implementation Date. As the Implementation Date moves closer, it may be increasingly difficult for bidders to insist on the usual suite of deal protection measures. Target boards will have to consider very carefully before agreeing to any deal protection measures which will be banned from the Implementation Date.

With the prohibition of deal protection measures, there may be a greater focus on other measures to secure a bidder's position, such as stakebuilding (which has become easier following the 2006 abolition of the Rules Governing the Substantial Acquisition of Shares). Contractual offers may again become more popular than schemes of arrangement, as stakebuilding is more effective in the context of a contractual offer.

Schemes of arrangement

Key rule changes

As already mentioned under "General ban on offer-related arrangements", implementation agreements will no longer be allowed. Instead, the Code will provide that, where the target board agrees to its recommendation being included in the bidder's announcement of a firm intention to make an offer by means of a scheme, the target must ensure that the scheme circular is sent to shareholders within 28 days of that announcement (unless the target board subsequently withdraws its recommendation).

The target and bidder will be allowed to agree the following as conditions to the scheme:

  • a long-stop date by which the scheme must be implemented; and
  • a specific date by which the shareholder meetings and court sanction hearing must be held (unless extended by agreement between the bidder and target). The dates must be no more than 21 days after the expected date of the relevant meeting, as set out in the scheme circular.

The target must also ensure that the circular sets out the expected timetable for the scheme. The target must implement the scheme in accordance with that timetable (subject to any changes announced by the target) unless:

  • the target board withdraws its recommendation;
  • the target board announces its decision to propose an adjournment of a shareholder meeting or court sanction hearing;
  • a shareholder meeting or the court sanction hearing is otherwise adjourned; or
  • any condition to the scheme (including a condition as to the long-stop date and dates for the shareholder meetings and court sanction hearing referred to above) is invoked by the bidder in accordance with the Code.

Where one of these exceptions applies, or the Panel considers the target has not implemented the scheme in accordance with the published timetable, the Panel will normally allow the bidder to switch to a contractual offer with an acceptance condition set at up to 90% of the shares to which the offer relates.

Transitional arrangements

If a bidder announces a firm intention to make an offer to be implemented by means of a scheme, and the announcement is made before the Implementation Date, the current rules will apply. If the announcement is made on or after the Implementation Date, the new rules will apply.

Comment

Schemes of arrangement have become the more common deal structure in recent years. Although the scheme process is run by the target, bidders have sought to obtain a degree of control over the scheme process through the use of implementation agreements. Whilst bidders will lose some of this control, the new rules will provide them with the comfort they previously enjoyed through contractual measures, but without all the excesses that have developed to the disadvantage of the target.

Offer documents and target board circulars

Key rule changes

Various changes are being made in relation to the contents of offer documentation, in particular the offer document and the target circular. The bidder and target will have to disclose their estimated aggregate fees and expenses incurred in connection with the offer, as well as the estimated fees and expenses incurred in relation to financing arrangements, financial and corporate broking advice, legal advice, accounting advice, PR advice, other professional services (including management consultants, actuaries and other specialist valuers) and other costs and expenses.

In the case of variable fee arrangements, estimates of the maximum and minimum amounts payable should be disclosed. Where the fee is uncapped (for example if the fee relates directly to the final value of the offer or will be calculated on a "time cost" basis) an estimate should be given together with an indication of the nature of the arrangement. If the arrangement sets out circumstances in which the fee will increase (for example where an offer is revised or a competitive situation arises), the higher amount will not have to be disclosed unless and until those circumstances arise.

Where the fees and expenses payable (or actually paid) within a particular category are likely to exceed (or have exceeded) the estimated maximum amount disclosed by 10% or more, this must be disclosed to the Panel. The Panel may require public disclosure of the revised estimate or final amount, as applicable.

Increased disclosure will also be required in relation to the bidder's financials and financing of the offer, irrespective of the form of consideration payable under the offer. Detailed financial information on the bidder will have to be disclosed in all offers, not just securities exchange offers. An exception to this is changes in the financial or trading position since the end of the last financial period for which either audited financial information or interim financial information has been published, which will not be required for a cash offer. Offer documents will have to include details of the website address where the audited accounts, interim statements and preliminary announcements of the parties for the last two financial years (a reduction from the current three year requirement) have been published, and a statement that the accounts, interim statements and preliminary announcements have been incorporated into the offer document by reference to the website.

All offer documents will need to contain summary details of ratings and outlooks publicly accorded to the bidder and the target before the offer period, any changes during the offer period, and a summary of the reasons given for those changes.

Additional disclosure will also be needed in relation to financing of the offer, and all documents relating to the financing arrangements for the offer will need to be put on display. Display documents will need to be published on a website but will no longer need to be available for inspection. Certain documents (including relating to the financing of the offer, and irrevocable undertakings) will need to be published on a website earlier than is the case now, namely by 12 noon on the business day following the announcement of a firm intention to make an offer, rather than from the time the offer document or target circular is published.

Transitional arrangements

If the initial offer document is published before the Implementation Date, the offer document, target board circular and any other documents published in relation to the offer will have to comply with the current provisions of the Code (even if the target board circular or any revised offer document is published after the Implementation Date). Where the initial offer document is published after the Implementation Date, the offer document and any subsequent offer documentation will have to comply with the provisions of the revised Code.

Comment

From a practical perspective, there may be an incentive for bidders to publish their offer document before the Implementation Date. If it looks like the offer document may not be published before the Implementation Date, it may be advisable to take an early decision that it will be published after the Implementation Date and work on the basis that it will need to comply with the new rules.

The target board's opinion on the offer

Key rule change

The Code will be amended to make it clear that the Code does not limit the factors that the target board may take into account in giving its opinion on an offer. In particular, when giving its opinion, the Code will make it clear that the target board is not required to consider the offer price as the determining factor and is not precluded by the Code from taking into account any other factors which it considers relevant.

Transitional arrangements

The target board's opinion will be set out in the target's circular, and the transitional arrangements set out under "Offer documents and target board circulars" will apply.

Comment

The change is a clarification rather than a substantive rule change and is unlikely to have a big impact on target board opinions.

Improving the ability of employee representatives to make their views known

Key rule changes

Bidders will have to make negative statements if they do not plan to make any changes in relation to, or their strategic plans will have no repercussions on, the continued employment of the employees and management, the strategic plans for the target and the target's fixed assets. A bidder will also be required to state its intention in relation to the maintenance of any existing trading facilities for the target securities, since this can be an important factor for shareholders in making their decision on an offer.

If a party to the offer makes a statement in a document, announcement or other information published in relation to an offer relating to any course of action it intends to take (or not take) after the end of the offer period, they will be regarded as being committed to it for 12 months from the date on which the offer period ends, or such other period of time as is specified in the statement, unless there has been a material change of circumstances.

Changes are also being introduced to improve the ability of employee representatives to make their views known. The revised wording of the Code makes it clear that the Code does not prevent the passing of information to employee representatives during the offer period. Target boards will be required to inform employee representatives at the earliest opportunity of their right under the Code to circulate an opinion on the effects of the offer on employment. If their opinion is not received by the target board in time to be included in the target circular, the target board will have to publish the employee representatives' opinion on a website and announce via an RIS that it has been published, so long as it is received no later than 14 days after the date on which the offer becomes or is declared wholly unconditional. The target will be responsible for costs reasonably incurred, including any advice required for verifying the information in the opinion.

Transitional arrangements

Where an employee representatives' opinion is not received in good time in order to be appended to the target circular, the target will have to publish the employee representatives' opinion on a website and announce via an RIS that it has been published, and to pay for the costs incurred. This will apply from the Implementation Date, even if the offer document to which the opinion relates is published before that date.

Comment

Statements of intention will have to be considered very carefully, including any qualifications to those statements. The Panel recognises that statements of intention and / or negative statements may be made subject to certain qualifications, but considers it is better for a bidder to make a more detailed, but qualified, statement, rather than a general unqualified one.

In due course, the Panel is planning to consider whether the provisions of the Code which relate to employee representatives should be extended to apply to the trustees of the target's pension scheme.

Learn more about our Capital Markets and Corporate & Securities practices.

Visit us at mayerbrown.com

Mayer Brown is a global legal services organization comprising legal practices that are separate entities (the Mayer Brown Practices). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales; Mayer Brown JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2011. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
In association with
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.