Regulating Timetable and Disclosure

Abstract

Abstract The Chapter considers Code regulation of the bid timetable as well as its regulation of the information provided to shareholders and stakeholders as part of the bid process. With regard to time regulation the Chapter details the Code’s bid timetable for contractual offers and schemes: from the commencement of the offer period, the competing bid timetables, to the payment of consideration. The Chapter explores and challenges the assumptions about investors and market practice on which this time regulation is premised. The Chapter then turns to disclosure. It explores and details the types of disclosure required in relation to the bid itself and of the bidder and target companies, and explores the techniques deployed by the Code to ensure the accuracy, and informativeness, of the disclosures. The Chapter argues that for mandatory takeover bid disclosures to be justified they must be additive, informative in practice and actually used. The Chapter raises questions about whether all Code disclosures comply with these criteria. Particular concerns are raised about predictive information relating to the commercial effects of the business combination as well as the effects on employment and business location. The Chapter submits that practical business considerations and concerns about ex-post reputational damage where reality departs from prediction (as well as concerns about ex-post enforcement action by the Panel, results in disclosures that are often uninformative, benefiting only those who are paid for producing them.