Students Manuals Iqs Law c15

7/27/2019 Students Manuals Iqs Law c15

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Takeovers

ICSA IQS Corporate Law 390

CHAPTER 15

TAKEOVERS

Chapter Objectives

After the completion of this chapter you should be able to understand amongst

other things:

what is a take over?

objectives of the takeover

application of the takeover code

exemptions from the takeover code

procedure for takeover

what is compulsory takeover and partial takeover

what is the prohibited conduct under the takeover code

What is a Takeover?

1.1 A takeover involves a change of control of a company. This occurs when existing

shareholders of a large company transfer sufficient shares to an offeror so as to

confer on the offeror control of the voting power attaching to the target company's

share capital.

1.2 This will be the case where an offeror acquires all or over 50 per cent of the

voting shares in the target company.

1.3 Effective control may also be achieved with a lesser shareholding depending on

the nature of the shareholding structure.


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1.4 In the case of large companies with thousands of shareholders, many may not

actually vote at general meetings so that even a shareholding well below 50 per

cent may allow de facto control.

1.5 Takeovers of target companies are usually conducted in one of the following

modes:

through private treaty or on market share purchases or by a combination of

the two; and

by a general offer to all of the shareholders of the target company.

1.6 The consideration for an acquisition of shares sufficient to gain control of the

target company is usually cash, but the consideration may comprise shares or

debentures in the offeror company or a mixture of cash, shares and debentures.

Sources of Law

1.7 TheMalaysian Code on Takeovers and Mergers 1998, enacted under s.33 of the

Securities Commission Act 1993 (hereinafter referred to as the SCA) is the

principal regulatory framework which lays down the commercial rules and

morality in this sphere.

1.8 The Malaysian Code, hereafter "the Takeovers Code", is not legally enforceable

but emphasises the spirit of its rules. This raises several contentious issues of

policy and the regulations must be seen in the context of the economic and social

functions performed by takeovers.

1.9 Takeovers are also regulated by Part IV Division 2 of the SCA, the Takeover

Code, Practice Notes, the Guidelines on the Regulation of Acquisition of Assets,


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Mergers and Takeovers, or better known as the Foreign Investment Committee

Guidelines, hereafter "the FIC Guidelines", and the Listing Requirements of the

Kuala Lumpur Stock Exchange, hereafter "the KLSE", where the proposal calls

for the takeover of a company which is listed on the KLSE.

Role of the Securities Commission

1.10 The Malaysian Panel on Takeovers and Mergers administered the Takeovers

Code until he establishment of the Securities Commission, hereafter "the

Commission", in March 1993 under the SCA. In the discharge of its duties, the

Commission is guided by the Practice Notes issued by the Panel on Takeovers

and Mergers, hereafter "Practice Notes", which sets out how it will exercise its

discretion and interpretation of the TakeoversCode, up to the date of the

dissolution of the latter

OBJECTIVES OF THE TAKEOVERS CODE

2.1 The Takeovers Code does not aim to prevent takeovers from taking place. The

decision on whether or not a bid is accepted is left to the determination of the

shareholders of the target company. The purpose of these regulations is to ensure

that takeover bids are conducted fairly.

APPLICATION OF THE TAKEOVERS CODE

3.1 Section 15(1)(d) of the SCA empowers the Commission "to regulate the takeovers

and mergers of companies" and s 33(1) defines a takeover as an acquisition of


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shares in a company which, when aggregated with shares already held by the

acquirer, would give the acquirer the right to exercise or control the exercise of

more than 33 per cent of the voting right of that company.

3.2 The acquirer is defined as the person making the takeover offer whether by

himself or herself or through his or her agents, or in concert with others.

3.3 Section 33(1) only applies to the takeover of public companies, whether or not

these are listed, although the Commission may, at its discretion, include such

private companies as it may determine.

3.4 Notwithstanding the above, Practice Note No 1.2 specifies that the Takeovers

Code will be applicable where the target is a private company having

shareholders funds or paid up capital in excess of RM10 million, and the

purchase consideration is more than RM20 million.

3.5 The Takeovers Code aims to regulate acquisitions of shares in a target company,

which effect a change in its control.

3.6 It does this through Code 6 which calls for the making of a mandatory general

offer to all shareholders of the company where:

an acquirer who has obtained control in a company;

an acquirer acquires more than two per cent of the voting shares in a target

company within a six month period when such a person already holds

more than 33 per cent but less than 50 per cent of the voting rights in that

target company. This is often referred to as the "creeping takeover"

provision.


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3.7 Section 33(1) of the SCA defines an acquirer as either a person or two or more

persons acting in concert with another, who acquire or propose to acquire control

in a company whether the acquisition is affected by the person(s) or an agent or

two.

3.8 The term "acting in concert" is defined widely in s.33(2) SCA to comprise

"persons who, pursuant to an agreement, arrangement or understanding cooperate,

through the acquisition by any of them of voting shares in a company or to act for

the purposes to obtain or exercise control over that company".

3.9 This definition raises a rebuttable presumption that persons acting in concert may

be categorised as:

a company, its parent, subsidiaries and associate companies;

a related company through common directorships or close relatives and

related trusts;

a company with any of its pension funds;

a person with any investment company, unit trust or other fund whose

investments such person manages on a discretionary basis; and

a financial adviser, who manages funds on a discretionary basis, with its

clients where the aggregate shareholding exceeds 10 per cent the capital of

the latter.

3.10 The threshold is set at 33 per cent on the assumption that persons who hold less

than this percentage cannot control the affairs of a target company.


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3.11 To lower the threshold would extend the operation of the Takeovers Code to

situations where a takeover may only be a remote possibility and regulation would

be inappropriate. InNCSC v Consolidated Gold Mining Areas NL

EXEMPTIONS FROM THE TAKEOVERS CODE

4.1 The Commission is empowered pursuant to s 33C of SCA to grant certain

exemptions and waivers, upon the application of the relevant parties, from the

obligatory requirement to make a mandatory offer pursuant to section 6 of the

Code.

4.2 These circumstances have been clarified through Practice Notes released by the

Securities Commission pursuant to s 33A(4) and are generally technical

exemptions and waivers, which are based on the assumption that it would not

assist the objectives of the Takeovers Codeby requiring compliance.

Practice Note No 2.9.1 provides for exemptions if transactions involve new securities

4.3 Exemptions if transactions involve new securities:

the issue of new voting shares as consideration for the sale of assets and/or

interests would result in the vendor or vendors incurring an obligation to

make a mandatory offer for the acquiring company;

a person incurs an obligation to make a mandatory offer as a result of cash

subscription for new voting shares in a company; or


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an underwriter for the issue of new voting shares by a company incurs a

mandatory offer obligation as a result of his underwriting obligation; or

a person incurs an obligation to make a mandatory offer as a result of

acquiring newly issued voting shares for the purpose of restoring his/her

voting shares to its previous level and the acquisition of the newly

acquired voting shares was from persons who were allotted the voting

shares as consideration for the sale of assets by that person.

4.4 Such exemption represent an exercise of discretion on the part of the Commission

and will generally not be granted unless the applicant meets the conditions

precedent as set out Practise Note 2.9.1(5) which essentially require:

that there has been no disqualifying transaction by the person or group of

persons acting in concer; and

that approval be obtained from the independent shareholders of the target

company by way of a poll at a duly convened general meeting. To ensure

that the interests of these independent shareholders are protected, and that

their votes are cast on an informed basis, the board of the target companyis required to appoint an independent adviser to prepare and circularise

competent advice to these shareholders in the form as required pursuant to

the Practise Note. Both the adviser and the circular must be approved by

the Commission.


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Practice Note 2.9.2 provides for an exemption if convertible securities are exercised

Exemption if convertible securities are exercised:

by a person who hold a convertible securities in an offeree, and who has

not exercised his right of conversion in relation to the convertible

securities, whether in part or otherwise, when he intends to exercise such

conversion rights in order to maintain his previous level of voting shares

of the offeree which has been diluted as a result of the exercise of

conversion by other holders of convertible securities.

Such convertible securities held by the person were previously obtained

through a rights issue entitlement;

The person has not acquired such convertible securities other than by way

of his rights issue entitlement;

The person and his advisers give a written confirmation to the

Commission that the first two requirements have been complied with and

the purpose of exercising such conversion is so as to maintain the previouslevel of voting shares of the offeree.

Practice Note 2.9.3 provides for an exemption if it is a rescue operation

4.5 A person may apply for an exemption where the objective of the acquisition is to

rescue the company whose shares are being acquired.

4.6 While the Commission is not bound by any specific criteria and will look at the

merits of each individual application in making its determination, the general

guidelines would include companies:


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the net tangible assets per voting share of the offeree is less than 50% of

its par value;

the offeree has a gearing ratio which exceeds 3:1;

where any rights issue would usually have been under-subscribed; and

where the rescue operation is being conducted for the benefit of the

offeree.

4.7 To ensure that the case is bona fide, the Commission may require the applicant to

establish the above guidelines and the seriousness of the financial position of the

company by appointing a competent individual person to compile a report, which

is to be attached to the application. The contents of the report are set out in

Practise Note 2.9.3(6).

Practice Note 2.9.4 provides for an exemption arising from foreclosure of voting

shares

4.8 This exemption deals with instances where a lender to the company has

foreclosed on a loan, which is secured, whether in part or otherwise, by shares

with voting rights in the company. In such circumstances the Commission would

normally grant a waiver should all of the following criteria be met:

that the voting shares were not pledged under situations where the lender

had reason to believe that foreclosure would be likely;

that the lender is able to justify to the Commission that the foreclosure is

necessary; and


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that the lender undertakes to place voting shares in excess of 33 per cent of

the voting shares of the company within a period of six months.

Practice Note 2.9.5 provides for an exemption from a general offer involving

placement of securities having voting shares

4.9 This exemption envisages the situation, which arises from the placement of

securities having voting rights.

4.10 This may be the result of a corporate restructuring exercise or where the

consideration for an acquisition involves the issue of new securities.

4.11 The criteria for a exemption under such circumstances are that the applicant meet

all of the following:

that the acquisition in excess of 33 per cent is through the issue of new

securities;

that a firm arrangement, or a firm undertaking in exceptional

circumstances, has been effected for the placement of such voting rights in

excess of 33 per cent to other non-related parties; and

that the deemed offeror declares that he or she is not acting in concert with

any of the parties to the proposed transaction.

4.12 Underwriters who end up with securities as a result of a less than fully subscribed

public offering are also excluded from the requirement of making a mandatory

offer where:

their main business is that of underwriting; and


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they undertake to place the securities within a period of six months.

4.13 However, the subsequent acquisition of the securities from the underwriter will be

subject to s 6 of the Takeover Code.

Practice Note 2.9.6 provides for an exemption if the remaining holders of voting

shares of a company have given written undertakings not to accept an offer

4.14 A person may apply for an exemption on the grounds that there are written

undertakings by the remaining shareholders of the target company not to accept

the offer.

4.15 This would negate the need for the making of a mandatory offer pursuant to s 6 of

the Takeover Code but the Commission is only inclined to consider such an

application where:

The company is an unlisted company; and

Where the person holds more than 50% of the voting shares of the

company, all the remaining holders of voting shares have provided an

undertaking in writing that they do not wish to accept a take-over offer;

and

Where the person holds less than 50% of the voting shares of the

company, the remaining holders of more than 50% of the voting shares of

the company, have provided an undertaking in writing that they do not

wish to accept a take-over offer; and


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Practise Note 2.9.7 provides for an exemption in transactions involving acquisition

of additional voting shares by members of a group acting in concert

4.16 This examines transactions where s 6 of the Takeover Code is triggered as a result

of the acquisition of additional voting rights by members of a group acting in

concert.

4.17 Waivers are unlikely to be granted by the Commission if one or more of the

members within that group acting in concert increase their voting rights to more

than 50 per cent in the target company.

4.18 In any other circumstance a waiver may be granted after due consideration of::

whether the leader of the group or the largest individual shareholding had

changed and whether the balance between the shareholdings in the group

had changed significantly;

the price paid for the voting rights acquired amounted to a significant

premium or not; and

the relationship between the persons acting in concert and the duration or

period for which they had been so acting.

Practise Note 2.9.8 provides for an exemption in compulsory acquisition

4.19 A person may apply for an exemption from an obligation where the person

intends to proceed with compulsory acquisition pursuant to s 180 of the

Companies Act.


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4.20 The Commission will only consider such an application where there is a written

undertaking given to them that the person would implement a compulsory

acquisition under s 180 of the Companies Act.

Practise Note 2.9.9 provides for an exemption based on national policy

4.21 A person may apply for an exemption where the acquisition has been approved by

the Foreign Investment Committee (FIC) based on national policy.

4.22 The Commission may grant an exemption for such an application where:

approval has been obtained by the FIC

prior consultation has been held on the matter with the Commission.

Practise Note 2.9.10 provides for an exemption for holders of voting shares,

directors and persons acting in concert when company purchases its own voting

shares

4.23 A holder of voting shares who, as a result of a reduction of the voting shares of

the company through a buy-back scheme under the Companies Act, has increased

his holding of voting shares to more than 33% or, if his existing holding of voting

shares is more than 33% but less than 50%, by more than 2% in any 6 month

period, will be exempted if the increase in is inadvertent.

4.24 The Commission may grant an exemption if the following procedures have been

observed;

the holders of the relevant class of voting shares of the offeree must have

been provided with competent independent advice regarding the proposal;


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the independent advisers circular to holders of the relevant class of voting

shares setting out details of the proposal must be consented by the

Commission;

interested parties must have abstained from voting at that meeting;

prior consultation should have been held on the matter with the

Commission.

PROCEDURE FOR TAKEOVER

Practise Note 4.6 provides exemption from the full provisions of the Takeover Code

5.1 This Practice Note sets out the mechanism that allows the offeror to seek an

exemption from having to comply with the full provisions as set out in the

Takeover Code. The Commission will consider the application where:

the offer is not regarded as hostile;

the application is submitted to the Commission before incurring a general

offer obligation;

the remaining shareholders are less than 30 in number and carry less than

33% per cent of the voting shares in the offeree company; and

the value of the remaining voting rights based on the offer price is less

than RM10 million.

5.2 If the Commission agrees to the exemption from the formal offer procedure, the

offeror need only undertake the takeover offer through the issue of offer letters

that must first be vetted and approved by the Commission.


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5.6 In order to prevent discrimination between shareholders, takeover offers must be

made to each member holding the class of shares sought whether the bidder

proposes to acquire all or only a proportion of the shares in the target company.

All offers must contain the same terms and conditions and each shareholder must

receive a copy of the offer. These principles of equality in the treatment of, and

the provision of information to, all shareholders reflect s 13 and 14 of the

Takeovers Code.

5.7 Section13(1) of the Takeover Code states that the offeror shall submit the offer

document and other information in relation to the take-over offer in such form and

manner as the Commission may require for its consent within four days from the

date of sending of the written notice.

5.8 Also, the offeror shall disclose in the offer document all such information as the

offeree shareholders and their professional advisers would reasonably require, and

would reasonably expect to find, in an offer document or for the purpose of

making an informed assessment as to the merits of accepting or rejecting the take-

over offer and the extent of the risks involved in doing so: s 13(2) of the Takeover

Code

COMPULSORY TAKEOVERS

6.1 A bidder who becomes entitled to 90 per cent of the shares in a target company

may compulsorily acquire the remainder of the shares pursuant to the procedure

set out in s 34 SCA. In particular, the offeror must have become entitled to at

least 90 per cent of the shares in the company or in the particular class which is

the subject of the takeover offer. The offeror must then within two months give

prescribed notice of its wish to acquire the outstanding shares held by the

dissenting minority shareholder: s 34(1) SCA.


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6.2 Where the offeror has given notice to any dissenting shareholder that it desires to

acquire his/her shares, the dissenting shareholder may within one month from the

date the notice was given, require the offeror to supply him with the names and

addresses of all the dissenting shareholders.

6.3 The offeror shall not be entitled to acquire the shares of the dissenting

shareholders until fourteen days after the posting of the statement of those names

and addresses to the dissenting shareholder.

DUTIES OF THE BOARD OF THE OFFEREE COMPANY

General

7.1 Sections 34 37 of the Takeover Code are of particular significance in the

determination of the standards expected of the directors of the offeree company in

the course of a takeover. The s 35 states that no action which may lead to thefrustration of an offer may be taken by the board where a bona fide offer has been

communicated to the company or where it has reason to believe that a bona fide

offer is imminent.

7.2 Section 34 of the Takeover Code states that the Board of Directors of the offeree

shall give any information provided to the offeror to any other bona fide potential

offeror upon request.

7.3 Section 35(1) of the Takeover Code also states that if the board of directors of the

offeree has reason to believe that a bona fide takeover offer might be imminent,

they shall not without the consent of the shareholders at the general meeting :


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issue any authorised but unissued shares of the offeree;

issue or grant options in respect any unissued shares of the offeree;

create or issue or permit the creation or subscription of any shares of the

offeree;

sell, dispose of or acquire or agree to sell, dispose of or acquire assets of

the offeree of a material amount; or

enter into or allow contracts for or on behalf of the offeree to be entered

into otherwise than in the ordinary course of business of the offeree.

7.4 However, s 35(2) of the Takeover Code provides an exemption where the same

was done pursuant to a bona fide contract entered into prior to an obligation under

subsection (1) arising and was not to frustrate a takeover offer or pursuant to some

other obligation or special circumstances which the Commission may approve in

writing.

7.5 The directors of the offeree company are, at minimum, required to be honest and

not to mislead their shareholders in the course of a takeover.

7.6 Expenses may be incurred in the course of a takeover and where the offer is not

friendly or solicited, such expenditure may be fairly considerable as the directors

implement measures to ward off the takeover bid. Such expenses are regarded as

bona fide corporate expenses if the directors are of the opinion that these were

necessarily incurred in the interests of the company: Peel v London and North

Western Railway Co [1907] 1 Ch 5.

Appointment of independent advisers

7.7 The board of the offeree company must obtain competent independent advice on

any offer and the substance of such objective advice must be made available to its

shareholders: s 15 of the Takeover Code. Persons who are qualified to provide


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such competent advice are either merchant bankers or approved company

auditors.

7.8 However, persons who are faced with actual or potential conflicts of interest are

deemed inappropriate to tender such advice as they are not regarded as being

independent.

Section 15(8) of the Takeover Code and Practice Note No 4.3 clarifies the

position with respect to such advisers and specifically requires the offeree

company to have the appointment of their independent advisers confirmed

by the Commission prior to their assuming office.

Preparation of documents

7.9 Section 12(1)of the Takeover Code states that a person who intends or proposes to

make a take-over offer for the voting shares of a company shall immediately

announce the fact of the proposed offer by a press notice.

7.10 In the case of a voluntary offer, the person referred to in section12 (1) of the

Takeover Code and an acquirer who has obtained control in a company, or an

acquirer who holds more than 33% but less than 50% of the voting rights of a

company who has acquired in any period of six months more than 2% of the

voting shares of the company shall send a written notice to-

the board of directors of the company or an adviser designated by the

board of directors of the company;

the relevant stock exchange, if the securities of the company or the voting

shares are listed on the relevant stock exchange; and

the Commission.


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7.11 Section 38 of the Takeover Code states that no person shall:

provide false or misleading information;or

provide or cause to be provided any document which contains a material

omission; or

engage in misleading or deceptive conduct,

to the holders of voting shares or their professional advisers.

7.12 It is a defence if the person had:

reasonable grounds to believe and did believe that the information was

true and not misleading or the omission was not material or contains no

material omission or the conduct in question was not misleading or

deceptive; or

when the person became aware of the false or misleading statement or the

material omission or contains a material omission or the conduct in

question was deceptive immediately disclosed the fact to the Commission,

stock exchange if listed and make an announcement by way of a press

notice containing such matters as are necessary to correct the false or

misleading matter, the omission or conduct as the case may be.

7.13 The key requirement is that the information, whether in the form of facts stated or

opinions expressed, be fair and accurate and include all material facts to enable

the shareholders to make an informed decision as to whether or not to accept the

offer.

7.14 The directors are under a duty to take reasonable care to ensure that this is

achieved whether the same is completed by himself or herself, or by his or her

authorised representatives.


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PARTIAL TAKEOVERS

8.1 Offerors may not always want to acquire all the shares of the target company but

may seek to acquire only a sufficient proportion of the offeree company's shares

to enable them to gain control.

8.2 For example, an offeror may seek to acquire only 51 per cent or perhaps a lesser

percentage of shares. This type of bid is called a partial takeover. From the

offeror's point of view a partial takeover presents an important advantage in that

the offeror gains control of the target company while having to outlay an amount

considerably less than would be the case with a full takeover.

8.3 A partial takeover can only occur with the express consent of the Commission: s

11(1) of the Takeover Code.

8.4 Section 11(2) of the Takeover Code allows the offeror to bid for a percentage of

the offeree company's shares with the consent of the Commission.

8.5 Each shareholder must be allowed to accept in full for the relevant proportion ofhis or her shareholding and where the number of shares tendered exceeds this

proportion, they must be scaled down rateably.

8.6 The Commission has imposed stringent conditions for partial offers, probably as

an indication of its aversion to the same, and explains why such offers are

uncommon. The conditions differ and depend on the possible result of the partial

offers:

8.7 An offeror in a partial offer who has obtained the level of acceptances specified in

the take-over offer or any person acting in concert with such offeror shall not

acquire any voting shares that had been the subject of the take-over offer during

the period of twelve months beginning from the end of the offer period unless


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otherwise approved by the Commission in writing: section 11(6) of the Takeover

Code.

8.8 However, where the result would be the offeror holding more than 33 per cent but

less than 100 per cent of any class of voting shares of the offeree, the offeror shall

in addition to the requirements of section11 (7) Takeover Code, ensure that the

offer document contains a condition that the offeror shall not make a declaration

that the take-over offer is successful unless the offeror has received a vote of

approval of the take-over offer by offeree shareholders holding more than 50% of

such class of voting shares of the offeree: s 11(8) Takeover Code.

8.9 However, the Commission may exempt any person from the requirement under s

11(8) Takeover Code if one offeree shareholder holding more than 50% of such

class of voting shares has accepted the take-over offer: s 11(9) Takeover Code.

PROHIBITED CONDUCT UNDER THE TAKEOVERS CODE

9.1 Section 35 of the Takeover Code sets out certain actions which the board of the

offeree company may not undertake of its own volition without the prior approval

of the shareholders at a general meeting when it is in receipt of a takeover offer,

or where it has reason to believe that such an offer is imminent or during the

course of the offer. These prohibitions are aimed at preventing the board from

unilaterally frustrating the offer and include:

the issue of any authorised but unissued shares;

the issue or grants of options in respect of unissued shares;

the creation or issue or the permission for the creation or issue of any

securities carrying the right of conversion into or subscription for shares of

the company;


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the entry into contracts other than in the ordinary course of business; and

the sale, disposal or acquisition, or an agreement thereto, of assets of

material amount.

9.2 In examining various defensive schemes, the NCSC Report distinguished between

defensive tactics and defensive strategies. Tactics are measures adopted to

combat a hostile bid which has been made or is thought imminent. Strategies are

intended to discourage bids being made at all. While takeovers are not as

common in Malaysia, the following are some of the more common defensive

tactics:

Branding the bid inadequate

Criticising the offeror

9.3 Offeree company directors should ensure that their criticism does not involve a

misleading statement. This is reflected in part by s 38 of the Takeover Code.

Releasing favourable information

9.4 This may breach s 16 of the Takeover Code where it constitutes a profit forecast

or revaluation of assets without undertaking the proper procedures. The release of

such information may have adverse results later for offeree company directors

where shareholders' expectations are raised and these ultimately prove to be

unfounded. This may increase the likelihood of a successful, later bid.

Bonus issues and higher dividends

9.5 The threat of takeover has often caused companies to declare higher dividends as

a means of increasing shareholder loyalty. While this may not be for the long-

term benefit of the company, it is a management decision that shareholders may


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take into account in their judgment of the directors. It is generally inappropriate

for the courts or the Commission to interfere with such decisions.

"Friendly" takeover

9.6 The offeree company directors may actively foster an auction in the face of a

hostile bid or the first bid may attract a rival bidder, which the directors regard as

more attractive. This may be of benefit to shareholders, especially where they

receive a higher price from a "white knight".

FOREIGN INVESTMENT COMMITTEE GUIDELINES

10.1 The importance of the Foreign Investment Committee, hereafter "the FIC" is

highlighted in Part III, Rule 9.1(a) of the Takeovers Code which states:

" Where an offer comes within the 'Guidelines for the Regulation ofAcquisition of Assets, Mergers and Takeovers' it should be a condition of the

offer that it should lapse in the event of the FIC not giving its approval."

10.2 While the government actively pursues and recognises the role of private foreign

investment in the development of Malaysia, it is nonetheless conscious of the

need to preserve national interests. To this end, the government formulated and

released the guidelines referred to in Rule 9.1(a) above, better known as "the FIC

Guidelines", in 1974

10.3 The principal concern of the government at that time was that unregulated

takeovers would result in greater concentration of wealth in the hands of a

minority and the increased imbalance in ownership and control.

Students Manuals Iqs Law c15

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