Directors’ Duties During an Offer Period – Lessons from the Cadbury PLC Takeover

13 Pages Posted: 14 Feb 2011  

Blanaid J. Clarke

Trinity College Dublin - School of Law

Date Written: February, 11 2011

Abstract

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.

Suggested Citation

Clarke, Blanaid J., Directors’ Duties During an Offer Period – Lessons from the Cadbury PLC Takeover (February, 11 2011). UCD Working Papers in Law, Criminology & Socio-Legal Studies Research Paper No. 44/2011. Available at SSRN: https://ssrn.com/abstract=1759953 or http://dx.doi.org/10.2139/ssrn.1759953

Blanaid J. Clarke (Contact Author)

Trinity College Dublin - School of Law ( email )

House 39, New Square
Dublin 2
Ireland
Ph 00353 (0)18961632 (Phone)

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