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ARTICLE · 28 OCTOBER 2002

Amendments to the UK Takeover Code - DLC Transactions and Break Fees

United StatesFinance and Banking

Originally published on October 4, 2002

So called dual-listed company or "DLC" structures have become newsworthy on both sides of the Atlantic as a result of the on-going rival Royal Caribbean/P&O Princess and Carnival/P&O Princess transactions.

What is a DLC?

A DLC structure is a means of achieving the economic effect of a merger between two publicly traded corporations without any acquisition of one by the other. Instead, the two companies retain their separate identities, their separate shareholders and their separate listings but operate as if under unified management, for example through having identical boards of directors, contractual equalisation arrangements to ensure equal dividends are paid and special voting arrangements which, in effect allow the shareholders of one company to vote at the meetings of the other.

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