M&A Weekly Update: controlling shareholder Listing Rule changes; Pfizer’s hostile takeover bid for AstraZeneca; and more

The Financial Conduct Authority (FCA) has published a final version of its changes to the UK’s Listing Rules, regulating controlling shareholders of premium listed companies. The new rules will come into effect on 16 May. The new rules require premium listed companies with a controlling shareholder — broadly a shareholder who, with concert parties, can exercise 30 per cent or more of the votes at general meetings (a controller) — to:

  • enter into a documented agreement ensuring the company is able to operate independently of the controller;
  • have an additional separate resolution of the independent shareholders approving the election of independent directors; and
  • in addition to the existing requirement for shareholder approval to cancel a listing, require the approval of a majority of the independent shareholders…

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