A critique of shareholder primacy under UK takeover law and the continued imposition of the Board Neutrality Rule

Abstract

Purpose

The purpose of this paper is to determine whether the Board Neutrality Rule and the primacy afforded to shareholders during takeovers is justified under common law and policy.

Design/methodology/approach

The paper provides a detailed assessment of the role play by the board neutrality rule and whether this is supported by takeover law and Company law. A review of case law and statutes is provided. The paper is largely analytical.

Findings

The paper finds little justification for the continued imposition of the Board Neutrality Rule.

Originality/value

The paper adds to the growing body of research literature which has analysed the role played by the Board Neutrality Rule during takeovers.

Citation

Nyombi, C. (2015), "A critique of shareholder primacy under UK takeover law and the continued imposition of the Board Neutrality Rule", International Journal of Law and Management, Vol. 57 No. 4, pp. 235-264. https://doi.org/10.1108/IJLMA-12-2012-0042