A long-term vision for UK Firms? Reconsidering target directors’ advisory role post the takeover of Cadbury’s plc

Georgina Tsagas

Research output: Contribution to journalArticle (Academic Journal)peer-review

9 Citations (Scopus)

Abstract

The takeover of Cadbury by Kraft in 2010 led to the questioning of the UK's open market for corporate control and initiated a political enquiry into the framework regulating takeover bids. One of the concerns brought forward is that, contrary to their role, target directors act more like “auctioneers” selling to the highest bidder rather than “stewards” looking after the company's long-term interests. The target board's role as an advisor will be analysed with reference to the City Code on Takeovers and Mergers, common law, the Companies Act 2006 and the EU Takeover Directive. It will be argued that the grey areas of law reported on are the result of the conflicting aims to facilitate an open market for corporate control, whilst sustaining companies with a long-term vision. The legal solution proposed is strengthening the target board's advisory role by providing directors with guidelines on how to construct their recommendation of a bid to shareholders.
Original languageEnglish
Pages (from-to)241-275
Number of pages35
JournalJournal of Corporate Law Studies
Volume14
Issue number1
DOIs
Publication statusPublished - 1 Apr 2014

Keywords

  • takeover regulation
  • kraft cadbury takeover
  • Directors' Duties
  • CA 2006
  • UK City Code on Takerovers and Mergers

Fingerprint

Dive into the research topics of 'A long-term vision for UK Firms? Reconsidering target directors’ advisory role post the takeover of Cadbury’s plc'. Together they form a unique fingerprint.

Cite this