Critically discuss the impact placed on the Takeover Code of the UK since the takeover of Cadbury by Kraft.

Note: You are expected to assess the changes that have been brought to the Code in light of the facts surrounding this takeover.

Answer plan

• Introduction
• Reviewing the Global structure of Mergers and Acquisitions
• Model of an acquisition
• Mechanism of Stock purchase – what happens to the shares in an acquisitions
• Model of a merger
• Interrogation of M & A as a component of Corporate Strategy
• Case law – consequences of Takeovers – Cadbury Kraft, Coca Cola & Innocent etc.
• Discuss case studies – ex
• Royal Dutch and Shell Petroleum
• Merger between Nokia and Siemens
• Interpretation of the legal regulations of Mergers and acquisitions in the UK
• Rule 2.4 – The City Code
• Other legal Regulations that provide Guidance – ex – Companies Act 2006 etc.
• Other Legal reinforcement for Takeovers – ex-The Financial Conduct Authority, Competition and Markets Authority
• Examination of the regulations governing a takeover in the USA
• Analysis of the legal framework of the USA
• Assessment of the Nature of Takeovers
• Understanding the Takeover of Cadbury by Kraft
• Overview of Cadbury
• Overview of Kraft
• The analysis of the takeover
• The sequence of events in the takeover
• Breach of Trust and False Representations by Kraft
• Applicability of Extraterritoriality on Kraft
• Discussion on the amendments to the Legal Regulations – to the code