Scheme of arrangement

• Insolvency Act 1986, ss.110–111, on schemes of arrangement or reconstructions
• Bisgood v. Henerson's Transvaal Estates Ltd [1908] 1 Ch 743
• Griffith v. Paget (1877) 5 Ch D 894, per Jessel MR
• Re Anglo-Continental Supply Co Ltd [1922] 2 Ch 723, per Astbury J

Reconstructions

• Companies Act 2006, Parts 26 (ss.895–901) and Part 27 (special rules for public companies), on arrangements, reconstructions, mergers (or amalgamations) or divisions (demerger or "scission"). The rules here implement the Third and Sixth EC Company law directives.
• Re Alabama, New Orleans, Texas and Pacific Junction Railway Co. [1891] 1 CH 213, per Lindley LJ
• Re Hellenic & General Trust Ltd [1976] 1 WLR 123, per Templeman J
• Re BTR plc [1999] 2 BCLC 675, per Jonathan Parker J
• Re Hawk Insurance Co Ltd [2001] 2 BCLC 675; [2002] BCC 300, per Chadwick LJ
• Re Equitable Life Assurance Society [2002] BCC 319

Takeovers

Takeovers refers to acquisitions of one company by another. In the City of London, the Panel on Takeovers and Mergers, established in 1968, oversees Companies Act duties, including those laid down in the European Directive on Takeover Bids (2004/25/EC) for public companies. Under the Companies Act 2006, s.979 gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders (squeeze out). Conversely, s.983 allows minority shareholders to insist their stakes are bought out. The rules come under Part 28 of the Act.

More generally, the City Code on Takeovers and Mergers^[1](also called "City Code" or "Takeover Code") lays down rules for a takeover, found in the so-called Blue Book. The Code used to be a non-statutory set of rules that was controlled by City institutions on a theoretically voluntary basis. However, as a breach of the Code brought such reputational damage and the possibility of exclusion from City services run by those institutions, it was regarded as binding. In 2006, the Code was put onto a statutory footing as part of the UK's compliance with the European Directive on Takeovers.^[2]

The Code requires that all shareholders in a company should be treated equally, regulates when and what information companies must and cannot release publicly in relation to the bid,^[3] sets timetables for certain aspects of the bid, and sets minimum bid levels following a previous purchase of shares.

In particular:

• a shareholder must make an offer when its shareholding, including that of parties acting in concert (a "concert party"), reaches 30% of the target ("mandatory bid rule");
• information relating to the bid must not be released except by announcements regulated by the Code;
• the bidder must make an announcement if rumour or speculation have affected a company's share price;
• the level of the offer must not be less than any price paid by the bidder in the twelve months before the announcement of a firm intention to make an offer;
• if shares are bought during the offer period at a price higher than the offer price, the offer must be increased to that price;

The Rules Governing the Substantial Acquisition of Shares, which used to accompany the Code and which regulated the announcement of certain levels of shareholdings, have now been abolished,^[4] because it was viewed to be unnecessarily restrictive of shares between 15% and 29.9% of a company's voting rights.