Note of Share Plan Lawyers meeting with the Takeover Panel on 7 October 2009 summarising in particular the points of clarification which the Takeover Panel agreed to consider in the Course of the meeting with SPL. including:
- meaning of “management”;
- notes to Rule 16.2;
- existing rights;
- “the wording “entered into or proposed to be entered into”;
- timing of disclosure;
- inter-relationship betweene Rules 16.2 and 24.5;
- reference to a matter being “significant”;
- “best practice”;
- details to be disclosured; and
- future arrangements.
- Consultation paper issued by the Code Committee of the Takeover Panel on 16 July 2009 setting out proposed amendments/revisions to various rules of the Takeover Code.
- SPL response dated 25 September 2009 responding in particular to Question 2 of the Consultation Document which sets out amendments in relation to Rule 16.
Note on the treatment of Qualifying Employee Share Trusts (QUESTs) on a takeover or other change of control including consideration of:
- clawback of the the corporation tax deduction;
- cash cancellation Sharesave options;
- capital gains tax for the trustee on the transfer of shares to a sharesave optionholder within three years of grant.
Letter from Nic Clarke at HMRC dated 25 January 2007 which sets out the HMRC view on the availability of a corporation tax deduction for option exercises following a business sale (e.g a TUPE transfer).
Letter from the Inland Revenue dated 18 November 2004 confirming whether the transferee or the transferor obtains the benefit of the statutory corporation tax deduction under Schedule 23 of the Finance Act 2003 on the transfer of a business or a subsidiary.