Moved by
Lord Mendelsohn
56A: After Clause 103, insert the following new Clause—
“Director’s duties: takeovers and mergers
(1) This section applies to directors of companies involved in any or all of the following—
(a) takeover bids;
(b) merger transactions; and
(c) transactions (not falling within paragraph (a) or (b) that have or may have, directly or indirectly, an effect on the ownership or control of companies of which they are a director.
(2) Directors of companies affected by transactions outlined in subsection (1) must set out clearly in a public statement when making recommendations to shareholders how they have discharged their duties as directors, as outlined in section 172 of the Companies Act 2006 (duty to promote the success of the company).”