Directors’ Duties During an Offer Period – Lessons from the Cadbury PLC Takeover
13 Pages Posted: 14 Feb 2011
Date Written: February, 11 2011
This paper examines the duties which are imposed on directors to act in the interests of their companies during the course of a takeover bid. It presents the European perspective as set out in the Takeovers Directive 2004/25 and the UK perspective as set out in the City Code on Takeovers and Mergers and the Companies Act 2006. During the course of a takeover, agency problems are heightened and the issue of directors’ duties becomes both particularly important and particularly complex. Using the takeover of Cadbury Plc by Kraft Foods Inc. in 2010 as a case study, it is possible to consider the impact of the European approach to regulating directors’ duties side by side with a distinctively national approach.
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