The Gazette 1990

GAZETTE

SEPTEMBER 1990

BOOK

REVIEWS

WE I NBERG AND BLANK ON

TAKE -OVER AND MERGERS

[Fifth Ed.

by L. Rabinowitz,

Sweet & Maxwell, London,

1989. 2 volumes, loose leaf

UK £175.00]

This established practitioner's bible

has made a welcome reappear-

ance, the first new edition since

1979. The fifth edition is under the

editorial hand of Laurence

Rabinowitz, of the Middle Temple,

Barrister, and is the first in which

Sir Mark Weinberg has not partici-

pated.

The principal focus of the book

is on bids for public companies

resident in the United Kingdom.

Thus, in common with other

English textbooks, the Irish reader

must tread warily. The need for

caution in the light of legislative

differences between the two juris-

dictions is infinitely greater now

than when the fourth edition was

published because there has been

a veritable plethora of major British

statutes (most of them not

parallelled in Ireland) over the inter-

vening decade. The same legisla-

tive outpouring rendered imperative

for English readers the publication

of the present edition.

In line with other major text-

books which treat of rapidly chang-

ing subject-matter, the present

work appears in loose-leaf format,

but divided in two volumes. The

first volume contains the treatise

proper. The second volume is the

repository of primary materials

including UKstatutes, EC materials,

extracts from the City Code on

Take-Overs and Mergers and the

Substantial Acquisitions Rules

issued on the authority of the Take-

Overs Panel. The same volume also

sets out extracts from the Yellow

Book and some accounting mat-

erials including relevant Statements

of Standard Accounting Practice.

There is a comprehensive index to

the work.

The objects of the book are

stated to be:-

(i) to provide for practitioners a

detailed and systematic book

of reference on the law and

practice relating to take-overs

and mergers, and

(i i) to present a readable account

of the subject for the many

others, particularly company

directors, financial commenta-

tors, investment analysts,

stockbrokers and sharehold-

ers, who come into contact

with or have an interest in

take-overs and mergers.

While the work is not light

reading in a general sense for

someone who would come cold to

it, the book succeeds admirably in

achieving its stated objects and in

maintaining the tradition of

previous editions in setting forth an

admirably lucid exposition of a fas-

cinating but difficult and complex

topic.

The complexity of the topic has

been heightened considerably by

the UK legislative flow during the

1980s: major items commanding

consideration have included the

Companies Act 1985, the Com-

panies Securities (Insider Dealing)

Act 1985, the Insolvency Act 1986

and fiscal legislation. But towering

over all these is the Financial

Services Act 1986 and the range of

measures and institutions that take

their place on foot of it; resulting

from the Government implementa-

tion of the Report of Professor LCB

(Jim) Gower, this massive Act must

surely be one of the most complex

ever to reach a statute book in any

Common Law jurisdiction. The dif-

ficulties encountered by well-

briefed Ministers in guiding the

measure through Parliament gave

some comfort to the writer of this

notice as he attempted to compre-

hend some of the aspects of the

Act. This and the other recent

measures enumerated above are

elucidated admirably in Chapter 1

of Part III A of Volume 1. Perhaps

it is as well that, for the present at

least, Irish lawyers advising on

purely indigenous subject-matter

are spared having to grapple with

these complexities.

Parts I (Economic and Legal

Background) and II (Forms and

Mechanics of Take-Overs) of the

first volume are particularly attract-

ive and beneficial features of the

work. The writer recalls deriving

similar benefit as an undergraduate

from Professor Gower's chapters

on the History of English Company

Law and on the Future of Company

Law - see

Principles of Modern

Company Law,

4th ed, 1979, pp

22-95. In some quarters such

material is scoffed at as being

unduly historic and academic. It is

submitted that, on the contrary,

such material is not merely illu-

minating and instructive but it is an

invaluable didactic tool which en-

ables the reader to engage in an

informed and appreciative study of

the modern textual commentary.

Long may the enlightened authors

and publisher of the present work

and of Gower retain this material.

Irish readers will not need

reminding that the Monopolies,

Mergers and Take-Overs (Control)

Act 1978 bears no resemblance to

the legislation governing the (UK)

Monopolies and Mergers Commis-

sion. Nevertheless, some textbook

guidance in Ireland to the Irish

statute would be welcome.

If Irish lawyers may derive con-

solation at not having to address

themselves to the modern UK

legislation when dealing with

wholly indigenous mergers and

take-overs, they will be acutely

aware of the ever increasing inci-

dence of transborder commercial

alliances and of rapid economic

integration within the EC. More-

over, because the Stock Exchange

- Irish is part of the International

Stock Exchange in London many of

the regulatory matters (including

particularly the Yellow Book) ex-

pounded in the present work will be

of considerable value to the Irish

reader.

A chapter is promised (in a later

release) on merger legislation in the

EC. This material has presumably

been withheld (wisely) so as to

allow consideration of the recently

agreed Merger Control Directive

which had been deliberated for

years in Brussels. The same

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