---

Company Law Reform Bill [HL]

The squeeze-out and sell-out provisions arise from the need to implement Article 15 of the takeovers directive. We have also incorporated Company Law Review recommendations, which were made before the takeovers directive was adopted. Article 15 provides in strict terms a right for a bidder to exercise squeeze-out rights within three months of the time allowed for acceptance of the bid. It would be inconsistent with the directive for our domestic law to provide that the period during which the squeeze-out may be exercised be determined in accordance with conditions related to the offer being declared, satisfied or waived. The time period during which a takeover bid may be accepted in directive cases will be determined by rules giving effect to the takeovers directive made by the Takeover Panel under its proposed rule-making duty. That will ensure legal certainty and full compliance with the directive. Those who are concerned about possible abuses by a bidder relating to the date on which an offer closes will be able to raise those matters with the Takeover Panel.