The Committee is, however, proposing changes to the Code, reflecting its view that hostile offerors "have, in recent times, been able to obtain a tactical advantage over the offeree company to the detriment of the offeree company and its shareholders" (para. 2.6). Amongst the changes proposed are the following:
- requiring potential offerors to clarify their position within a short period of time;
- prohibiting deal protection measures and inducement fees other than in certain limited cases;
- clarifying that offeree company boards are not limited in the factors that they may take into account in giving their opinion and recommendation on the offer;
- improving the quality of disclosure by offerors and offeree companies in relation to the offeror’s intentions regarding the offeree company and its employees; and
- improving the ability of employee representatives to make their views known.
Consultation papers regarding these matters will be published in due course.
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