The Takeovers Panel's interpretation of misleading or deceptive conduct within the wider legal context

Abstract

The purpose of this research is to look at how the Takeovers Panel in New Zealand has construed the meaning of “misleading or deceptive conduct”, as set out in r 64 of the Takeovers Code Approval Order 2000. This will involve looking at how consumer protection jurisprudence has been used to interpret this rule, and how the law in this area has its roots in the theory of asymmetric information. In addition, the wider legal context of laws prohibiting similarly dishonest conduct in trade, both in New Zealand and in other jurisdictions, will be examined. This will involve looking at other market manipulation provisions in New Zealand and how these are enforced by the Financial Markets Authority. In addition, the approach to regulating dishonest conduct in takeover transactions in Australia and the UK will be examined, with particular reference to situations where bidders depart from last and final statements. Discussions on each of these topics will lead to the conclusion that the Takeovers Panel’s approach to interpreting this rule is appropriate.