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Directors’ Duties During an Offer Period – Lessons from the Cadbury PLC Takeover

Blanaid J. Clarke

This paper examines the duties which are imposed on directors to act in the interests of their companies during the course of a takeover bid. It presents the European perspective as set out in the Takeovers Directive 2004/25 and the UK perspective as set out in the City Code on Takeovers and Mergers and the Companies Act 2006. During the course of a takeover, agency problems are heightened and the issue of directors’ duties becomes both particularly important and particularly complex. Using the takeover of Cadbury Plc by Kraft Foods Inc. in 2010 as a case study, it is possible to consider the impact of the European approach to regulating directors’ duties side by side with a distinctively national approach.

UCD Working Papers in Law, Criminology & Socio-Legal Studies Research Paper No. 44/2011
http://ssrn.com/abstract=1759953 or http://dx.doi.org/10.2139/ssrn.1759953

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