Takeovers Panel Reissues Guidance Note On Lock-up Devices

The assistance of Nathan Greenfield, Solicitor in writing this article is appreciated.

On 13 November 2007, the Takeovers Panel ("Panel") reissued Guidance Note 7 regarding its approach to lock-up devices in control transactions ("Guidance Notice"). Lock-up devices refer to arrangements entered into by targets to encourage or facilitate a takeover bid and include arrangements such as break fees, asset lock-ups, no-talk agreements and no-shop agreements. Whilst the Panel's guidance notes are not binding, they provide guidance as to when the Panel is likely to make a declaration of "unacceptable circumstances" pursuant to section 657A of the Corporations Act 2001 (Cth) ("Act").