I have been at a foreign lawyers conference in Tel Aviv. One of the sessions was on hostile takeovers, with speakers comparing the rules and regulations in the UK, USA, Israel and Germany.
It is quite clear that in the UK we have a very level playing field and there are few barriers that can be put in the way of a bidder offering full value. There are none of the poison pill opportunities open to a board of directors that there are in the US and which have been endorsed by the Delaware courts.
There has been talk of enhanced protection from foreign buyers being introduced in the UK, but so far this has not happened.
However, all boards, in considering whether to recommend an offer, must take decisions in what they consider to be the best interests of the company, including both shareholders and employees. The overriding duty is to promote the success of the company.