Goldilocks (Control) and the Three Bears: Panel on Takeovers and Mergers v King
21(3) European Business Organization Law Review 591–609 (2020)
21 Pages Posted: 31 Aug 2018 Last revised: 11 Nov 2020
Date Written: October 1, 2019
The Outer House and Inner House decisions in Panel on Takeovers and Mergers v King provide a glimpse into the esoteric world of takeover regulation. Takeover transactions occur in a unique environment and are governed by rules and institutions not normally conceived of as situated within “company law”. This analysis focuses on how one of the most important rules in takeover regulation is applied and enforced in practice – the Mandatory Bid Rule. Historically, the courts have never been involved in the enforcement of the rules regulating takeover transactions. Consequently, these decisions shed light on the nature of the relationship between the institutions that regulate takeover transactions and the courts in the enforcement context. Allied to this, the issues arising from the decisions occasion a closer look at a tactic that can be deployed to avoid triggering the Mandatory Bid Rule, namely what we define as “goldilocks control”.
Keywords: Takeover Regulation, Market For Corporate Control, Mandatory Bid Rule, United Kingdom, Company Law, Corporate Governance, Institutional Investors, Hedge Fund Activism, Shareholder Activism, The City Code On Takeovers And Mergers, The Panel On Takeovers And Mergers, Market for Corporate Influence
JEL Classification: G23, G30, G34, G38, K20, K22
Suggested Citation: Suggested Citation