Jurisdiction(s):
United Kingdom

Key definition

Directors definition

What does Directors mean? directors are the individuals who, acting as the company’s board, manage the company’s business and make decisions for it. They set strategy, authorise significant transactions and oversee compliance, often delegating day-to-day operations to executives but retaining ultimate responsibility. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 defines a director broadly to include anyone occupying the position (including de facto and shadow directors). Ireland’s Companies Act 2014 adopts a similar definition. Directors act collectively through board meetings or written resolutions and may bind the company within their actual or apparent authority. Key legal features include statutory and fiduciary...

UK Takeover Code Rule 19.2: Offeror Director’s Responsibility, Authorisation and Dealings Disclosure Letter

Published by a LexisNexis Corporate expert

Precedents

To: [ name of offeror ] (the Company) and its other directors [ name of financial adviser ] (the Bank )

Proposed takeover offer for [ insert name of offeree ] (the Offeree )

I, the undersigned, being a director of the Company, acknowledge that, in relation to the offer [ to be ] made by the Company for [ all ] the issued [ and to be issued ] [ ordinary ] [ and preference ] share capital of the Offeree [ (such offer to be implemented by means of a scheme of arrangement ( Scheme ) of the Company) ] (the [ Offer OR Acquisition ]):
1. [ the Company may issue or publish, or procure the issue or publication of (amongst other things):
  1. [ a document sent to shareholders of the Offeree, setting out information regarding the Offer, including complete details of its terms and conditions (the offer document ); ]
  2. [ a prospectus or equivalent document setting out details of the issue of shares proposed to be made by the Company as consideration under the [ Offer OR Acquisition OR (which may form part of the Offer Document); ]
  3. [ a
  ]

...

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Web page updated on 22/05/2026

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