Goldilocks (Control) and the Three Bears: Panel on Takeovers and Mergers v King

University of Cambridge Faculty of Law Research Paper No. 30/2019

21(3) European Business Organization Law Review 591–609 (2020)

21 Pages Posted: 31 Aug 2018 Last revised: 17 Aug 2021

See all articles by Anna Christie

Anna Christie

University of Edinburgh Law School; University of Cambridge Centre for Business Research; Trinity College, Cambridge; Newnham College, Cambridge

J S Liptrap

Centre for Business Research, Judge Business School, University of Cambridge

Date Written: August 13, 2018

Abstract

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

Christie, Anna and Liptrap, J S, Goldilocks (Control) and the Three Bears: Panel on Takeovers and Mergers v King (August 13, 2018). University of Cambridge Faculty of Law Research Paper No. 30/2019, 21(3) European Business Organization Law Review 591–609 (2020), Available at SSRN: https://ssrn.com/abstract=3207634

Anna Christie

University of Edinburgh Law School ( email )

Old College
South Bridge
Edinburgh, EH8 9YL
United Kingdom

HOME PAGE: http://www.law.ed.ac.uk/people/anna-l-christie

University of Cambridge Centre for Business Research ( email )

Cambridge
United Kingdom

HOME PAGE: http://www.cbr.cam.ac.uk/people/research-associates/anna-christie/

Trinity College, Cambridge ( email )

Trinity Street
Cambridge, CB2 1TQ
United Kingdom

Newnham College, Cambridge ( email )

Sidgwick Ave
Cambridge, CB3 9DF
United Kingdom

J S Liptrap (Contact Author)

Centre for Business Research, Judge Business School, University of Cambridge ( email )

Cambridge
United Kingdom

HOME PAGE: http://https://www.cbr.cam.ac.uk/people/research-associates/j-s-liptrap/

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