The proper purpose duty (part 2) – takeovers and disputes onshore and offshore
7th February 2025 1200
The next 10@12 webinar will be delivered by James Potts KC & Andrew Blake and will start at 12 noon on Friday 7 February.
Takeovers (or intended takeovers) very often bring the proper purpose duty into play – both domestically and offshore.
In recent years, the duty has become a common feature of offshore litigation, particularly in relation to defensive takeover strategies, many of which have a long history in the US and Canada but little precedent in England & Wales.
Both corporate lawyers and litigators need to understand the scope of the proper purpose duty and how challenges may be brought in reliance on the duty both in the UK and offshore context.
The aim of the session is to highlight:
- The (often overlooked) differences in approach towards the ‘proper purpose’ doctrine in commonwealth and North American jurisdictions; and
- Potential differences amongst different offshore jurisdictions.
10 points that will be covered :
1. The proper purpose duty: why does it matter onshore and offshore?
2. The proper purpose duty in England, and in the Privy Council
3. The North American perspective: Delaware and Canada
4. The UK perspective: the Takeover Code
5. The offshore regimes company regimes
6. Rights issues
7. Poison pills
8. Takeover defence more generally including proxy battles
9. Procedural routes of challenge
10. Key points to look out for
