A critique of shareholder primacy under UK takeover law and the continued imposition of the Board Neutrality Rule

– The purpose of this paper is to determine whether the Board Neutrality Rule and the primacy afforded to shareholders during takeovers is justified under common law and policy.

– The paper provides a detailed assessment of the role play by the board neutrality rule and whether this is supported by takeover law and Company law. A review of case law and statutes is provided. The paper is largely analytical.

– The paper finds little justification for the continued imposition of the Board Neutrality Rule.

– The paper adds to the growing body of research literature which has analysed the role played by the Board Neutrality Rule during takeovers.