Invoking Protective Conditions to Terminate Public Merger and Acquisition Transactions

Posted: 15 Apr 2014 Last revised: 15 Aug 2014

See all articles by Wai Yee Wan

Wai Yee Wan

City University of Hong Kong (CityUHK) - Centre for Chinese & Comparative Law; Singapore Management University - School of Law

Date Written: December 31, 2010

Abstract

Bidder protective conditions (such as material adverse change clauses) are used by bidders in takeover offers of publicly listed targets, allowing them to withdraw their offers costlessly when events specified in such conditions occur. This article examines the scope and efficacy of protective conditions in UK, under the City Code on Takeovers and Mergers and case law, and compares with the regulatory positions in US and Australia. It analyses whether UK should uphold its current regulatory approach towards protective conditions, in the light of recent events.

Keywords: Material adverse change clauses, takeovers, City Code on Takeovers and Mergers, Singapore Code on Takeovers and Mergers, mergers and acquisitions

JEL Classification: K22

Suggested Citation

Wan, Wai Yee, Invoking Protective Conditions to Terminate Public Merger and Acquisition Transactions (December 31, 2010). Journal of Business Law 64. 2011 , Singapore Management University School of Law Research Paper No. 23/2014, Available at SSRN: https://ssrn.com/abstract=2424995

Wai Yee Wan (Contact Author)

City University of Hong Kong (CityUHK) - Centre for Chinese & Comparative Law ( email )

83 Tat Chee Avenue
Room P5300, 5th Floor, Academic 1
Kowloon Tong
Hong Kong

Singapore Management University - School of Law ( email )

55 Armenian Street
Singapore, 179943
Singapore

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