GETTING THE DEAL THROUGH MERGERS & ACQUISITIONS

By David Yuill Thursday, June 13, 2013
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What duties do the directors or managers of a company owe to the company`s shareholders, creditors and other stakeholders in connection with a business combination? Do controlling shareholders have similar duties? The boards of the offeror and the target (and their respective advisers) have a statutory duty under the Companies Act to act in the best interests of the relevant company. The Companies Act and Takeover Regulations also impose duties on the boards to act in the best interests of the security holders and ensure compliance with the applicable legislation (which, as discussed below, includes a no-frustration obligation).

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