Discuss the role of poison pill as an anti-takeover measure and its prohibition in the UK under Rule 21 of the Takeover Code When a publicly traded company (offeror) offers to get sufficient shares to acquire control of an alternate company (offeree) for cash or securities is called a takeover (Wild, Weinstein, 2011). If the offeree board does not help the offer, the takeover is meant as hostile. Moves made by the board of the offeree to avert the hostile takeover endeavour are called the defence tactics or the preventive measures. In the early fifties, the takeover defence tactics were created among UK organizations after the development of hostile takeovers. ( Armour, Jacobs, Milhaupt, 2011) Mixtures of defensive measures have been created by directors trying to shield an organization from a hostile takeover. The most widely recognized methods are between the post-bid defences (defensive methods put up once the bid has been launched) and the pre-bid defences (defences adopted prior to the offer). Specifically, target organization directors must be careful not to trade off their fiduciary duties to just practice their powers. However, a breach of directors` fiduciary duties might result in more serious sanctions against the directors than a breach under the Code, such as having to personally compensate the company for loss resulting from a breach of duty for the reasons for which they are presented and also to act in accordance with some honesty (in good faith) and also to increase the achievements of the organization and to enhance the profits for its members in general. Taking in to consideration the defensive measures and its extensive prohibition in the Takeover Code rule 21, it may appear redundant to put much importance on these more extensive organization law procurements. Nonetheless, a rupture of director’s fiduciary duties may bring more problems for directors than breach under the Takeover Code which may result to pay personally for losses incur due to breach of fiduciary duties. Further, before a bid situation is imminent the rule 21 of the Code does not prohibit takeover defence tactics. In order to safeguard itself from a hostile takeover in advance, the Listing Rules and the provisions of the Companies Act 2006 are important. Poison pill is a methodology utilized by companies to weaken hostile takeovers. The target organization tries to make its stock less appealing to the acquirer with a poison pill. There are two sorts of poison pill: firstly it permits existing shareholders (aside from the acquirer) to purchase more shares at a rebate which is the flip-in technique. Second system permits stockholders to purchase the acquirer’s shares at a reduced cost after the merger which is the flip-over strategy. By buying more shares economically (flip-in), shareholders get quick benefits and significantly and the shares held by the acquirer will be weaken. It will make the takeover endeavour more problematic and more costly. A case of a flip-over is when shareholders pick up the privilege to buy the supply at a two-for-one premise from the acquirer in any consequent merger.
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