Individual Savings Account is a special savings plan introduced by the UK government. This plan h...
The consultation document makes three radical proposals under this heading: to permit companies to reduce their capital, without court approval, but subject to shareholder approval by special resolution and a declaration of solvency...
more »Although the provisions of the Companies Act 1985 relating to company powers and the effect of constitutional limits on persons dealing with companies were amended in 1989, the changes that were enacted then were not as far-reaching as som...
more »It is under this heading that the content of the duty of directors to act in the interests of the company is explored. The consultation document recognises that the extent to which the present-day duty of directors in this respect embraces...
more »When the manuscript of this book was with the publishers, the Company Law Review Steering Group established by the DTI in 1998 to conduct a fundamental review of core company law1 published its first consultation document entitled Modern C...
more »A trombone rights issue was first used in relation to the Dixons acquisition of Cyclops in 1987 and it has now become an established method of financing a bid for another company. In the context of a bid, a traditional rights issue suffers...
more »Rights issues are sometimes effected in order to fund acquisitions. An alternative way of structuring the financing of an acquisition is to do a vendor placing. In a vendor placing the acquiring company allots its shares as the considerati...
more »The scrutiny of established practices by the competition authorities acted as the catalyst for the development of innovative structures designed to reduce underwriting costs. A central feature of the modern underwriting structures is a com...
more »Although there have been examples of rights issues done at a deep discount to the prevailing market price and not underwritten, it is more common for rights issues to be underwritten. Underwriting performs the function of ensuring that the...
more »The offer of the new shares is normally made by way of a renounceable letter of allotment known as a provisional allotment letter (or PAL). For listed com panies, it is a requirement of The Listing Rules that rights issues normally be made...
more »The remedies that are generally available to investors who have acquired securities on the basis of false or incomplete information given about those securities when they were offered to the public are considered in 17. A few points of s...
more »A rights issue by an unlisted public company is subject to the Public Offers of Securities Regulations 1995. The detailed discussion in 17 of the concept of an offer to the public for the purpose of these regulations is not repeated here...
more »A private company may exclude the statutory pre-emption rights conferred on shareholders by the Companies Act 1985, s 89 either generally in relation to allotments and for a unlimited duration or in relation to particular allotments. All c...
more »The reasons why a listed company would consider dis-applying the Companies Act 1985, s 89 also apply to unlisted public companies. For these companies the alternative requirements imposed by The Listing Rules do not apply so there is scope...
more »Shareholders may have a technical entitlement to fractions of a share (for example a shareholder who holds seven shares will be technically entitled to a fraction of a share where the basis of the rights issue is that there will be o...
more »Sending rights issue documentation to shareholders in other jurisdictions is problematic because the distribution of such documents may contravene the securities laws of those jurisdictions unless they are in a form which complies with the...
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