Indian Takeover Code and the City Code of England: A Comparative Analysis

Contents;
CHAPTER I;
Introduction;
Introduction to the topic;
Need or Objective of Takeover;
Different modes or ways of takeover;
Research Methodology;
CHAPTER II;
Background to the Takeover Regulation;
Rational behind regulation of takeover;
Necessity to regulate the takeover transaction;
Objectives of Takeover Regulation;
Background to the Indian Code;
Legal Regime Prior to 1993;
1. Provisions under the Companies Act, 1956;
(a) Section 395;
(b) Section 108A to 1081;
(c) Section 250;
(d) Section 319, 320;
(e) Section 409;
2. Listing Agreement of the Stock Exchange;
3. Section 22A of SCRA, 1956;
4. Other Provisions. Legal Regime after 1993;
Loopholes and Defects in the 1994 Code;
Brifish Position;
The Panel;
Co-ordination with Financial Services Authority;
Conclusion;
CHAPTER IIl;
The Takeover Regulation;
What is regulated by the takeover code?;
How the code regulates?;
Determination of the Offer Price;
The Requirement of Escrow Account;
Provisions regarding the Merchant Banker;
Duties of an Acquirer;
CHAPTER IV;
Investors Protection & Corporate Governance in the Takeover Regulation. Takeovers and Corporate Governance Duty of Disclosure;
Requirements under The Code Ambiguity in Regulations Under;
Chapter II and III of the Code;
Disclosure on Acquisition of 5% or more of shares of Target;
Disclosure Requirement under Regulation 7 (1A) Duty of Stock Exchange Duty of the Company;
Continual Disclosure;
British Position;
Conclusion;
CHAPTER V;
Mandatory Public Announcement of Offer;
Duty to Make Public Announcement and Offer to Purchase;
'Control ';
Acquisition
'Acquirer';
'Promoter';
'Persons Acting In Concert';
British definition;
Mandatory Public Announcement of Offer; English Position;
Bail Out Takeovers; Exemptions from Regulations 10, 11 And 12; Transactions treated exempted; Erosion of Regulation;
Compulsory Acquisition under Companies Act -
Section 395 of Companies Act, 1956 (India) ; Sections 429, 430A of Companies Act, 1985 (UK);
CHAPTER VI;
The Regulatory Mechanism;
Role of the Takeover Panel; Indian Position; English Position;
Composition of Takeover Panel; Regulatory Framework over Takeover Activities;
Importance of Flexibility in Regulation; Potential Abuses in Takeovers and their Curtailment;
Conclusion;
CHAPTER VII;
Remedial Mechanism;
Indian Position; British Position; Court Intervention in the City Panel's Decisions; Comparison;
Conclusion;
CHAPTER VIII;
Conclusion & Suggestions;
Observations and Suggestions;
Bibliography