The new documents provide detail on key issues for bidders and targets before commencing a formal takeover bid, including taking a pre-bid stake in the target company, engaging with the target company (and making a non-binding, indicative offer), insider participation considerations where there are common directors or other key persons, and board conduct and directors' duties before and during the takeover.

The documents are:

• Practice note, Control transactions: target recommendations. This note provides an overview of the statutory requirement for directors of a target company to make a recommendation in respect of a takeover bid. It covers the common forms of recommendations, the basis and reasoning that must be provided in relation to recommendations and the constraints when the recommendation includes undervalue statements. It also discusses recommendations of target directors in the context of a scheme of arrangement.
• Practice note, Control transactions: board conduct and directors' duties. This note provides an overview of directors' duties and considerations relating to board conduct that apply to target and bidder directors in the context of a control transaction, such as a takeover bid or scheme of arrangement.
• Practice note, Pre-bid stakes and engagement with target shareholders. This note provides an overview of engaging with target shareholders before a takeover, and acquiring a pre-bid stake.
• Practice note, Control transactions: insider participation and common directors. This note provides an overview of the issues that need to be considered and addressed by the bidder and target companies in the context of a control transaction where a director of the target is also involved with the bidder.
• Standard document, Non-binding indicative offer letter. This document is a letter from a potential bidder to a target company setting out a non-binding indicative proposal to acquire all the shares in the target company.

For an overview of Practical Law’s extensive collection of practice notes, checklists andstandard documents relating to takeover bids, see
Toolkit, Takeovers.
.