A Takeover Too Far: Can the UK Prohibition on Board Defensive Action Be Justified Any Longer?

Abstract

This essay seeks to prove that the UK Takeover Panel's infamous board neutrality rule is neither ethically defensible nor legally justifiable. Within the context of the current Kraft-Cadbury controversy, the current statutory framework is appraised, before both English and Commonwealth jurisprudence is critically evaluated. The findings lead to the conclusion that the Panel's continued prohibition on board defensive action is in conflict with both common law and statute – and therefore lacks any continued legitimacy.