Contemporary Challenges in Takeovers: Avoiding Conflicts, Preserving Confidences and Taming the Commercial Imperative

Abstract:     
This article discusses contemporary legal, commercial, ethical and other issues that arise in the context of corporate takeover transactions. Due to their complexity and the numerous parties - including deal advisers - they involve, the loyalties of company directors and advisers are frequently tangled, creating legion opportunities for conflicted interests and breached confidences. At the same time, the high status of advising on takeovers and the financial lure they provide produce powerful incentives that inevitably inform the application of legal principles to these issues. The article adopts a hypothetical case study approach to focus on the challenges confronting these parties and offers practical guidance for how they might prudently respond. It formed the basis of a panel discussion involving senior practitioners and scholars in Australia in 2004.

Number of Pages in PDF File: 31

Keywords: Takeovers, mergers and acquisitions, change of control transactions, conflicts of interest, effectiveness of Chinese walls, confldential information, professional responsibility, investment banks

JEL Classification: K22, G34, M14

Accepted Paper Series