Podcast Location:
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Corporate & Commercial Law
CPD Points:
Up to 1 point. details »

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Regulated by the Solicitors Regulation Authority:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Regulated by the Bar Standards Board:
Listen and pass the quiz: Gain 1 accredited CPD point (60 minutes)

Regulated by ILEX:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

  • FREE
30 minutes of audio
(+ optional 5 minute online quiz)
Plays on Computer:
Yes Downloadable as MP3:    Yes
Course Aims:

This podcast aims to focus on 4 principle topics relating to the choice in takeover bids between schemes of arrangement and contractual bids, looking at deals and current market practices. Firstly the conceptual possibility of a hostile takeover by way of a scheme of arrangement, secondly the reasons for the changes to Appendix 7 Takeover Code relating to schemes. Thirdly the potential for a scheme to run into procedural difficulties in obtaining the necessary consents from both the court and shareholders and fourthly, the means by which a bidder can maximise their control over the scheme which typically favour the target in terms of timetabling.

After completing the course you will:
  • Understand the role HgCapital made to our understanding of hostile schemes of arrangement;
  • Understand the reasons for the new Appendix 7 to the Takeover Code and its relevance for schemes;
  • Understand the procedural hurdles in getting a scheme approved and the potential for derailment by either the courts of a dissident and vocal minority block of shareholders;
  • Be aware of the practical measures by which dissent can be overridden or overcome;
  • Understand the means by which a bidder can exert more control over the unfolding of a scheme of arrangement and the potential pitfalls of going too far.
Complex Difficulty: 4 of 5
Case Update
Legislative Updates
Practical Guide
Sources and References:
  • Takeover Codes - Appendix 7.

This podcast is the second in a two-part CPDcast mini series on takeovers bids and the factors influencing the choice between a scheme of arrangement or a contractual bid in achieving desired outcome to the transaction.

This podcast will focus on some of the more technical features of an M&A transaction including hostile schemes, the changes to the Takeover Panel Rules dealing specifically with schemes, the potential procedural pitfalls when seeking shareholder approval of a scheme and the role of the courts and the control of the bid procedure.

Podcast added: 27/05/10

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