The Takeovers Joint Working Party of the City of London Law Society Company Law Sub-Committee and the Law Society of England and Wales' Standing Committee on Company Law has published its submission to the Takeover Panel's review of certain aspects of takeover regulation (about which see here, pdf). In its submission, available here (pdf), the Working Party responds to the consultation questions but also offers some further suggestions for topics to be considered if there is to be a debate on the suitability of the current UK structure, including, for example, defence tactics:
In a variety of major jurisdictions, including the US and Germany, boards of offeree companies have considerably greater say in whether or not a bid may proceed, or at least in the timing of any hostile bid's success. In looking at the checks and balances between offerors and offerees, it seems odd to leave out consideration of the board's powers available in other sophisticated regimes. Whether such board rights achieve better economic or other outcomes and if so for whom, or do so at a justifiable cost, is a matter for further consideration by others better qualified to make these judgements. They do however potentially have significant negative impact on shareholder democracy".
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