Corporate weekly highlights—19 April 2018

Corporate weekly highlights—19 April 2018

This week’s edition of Corporate highlights includes news analysis of the Takeover Panel’s ruling that Disney will need to make a mandatory offer following the acquisition of Twenty-First Century Fox, concerns over the failure of FTSE 350 companies to meed gender diversity targets and the case in which the Supreme Court defines the scope of Wrotham Park (negotiating) damages. We also have a Market Tracker dividends trend report in the pipeline.

Public company takeovers

Panel confirms that Disney will need to make mandatory offer following Fox acquisition

The Takeover Panel (Panel) has ruled that following the completion of the acquisition by Disney of Twenty-First Century Fox, Disney will be required to make a mandatory offer for Sky pursuant to Rule 9.1 of the Takeover Code (Code). The ruling is an example of the so-called ‘chain principle’ under the Code.

The ‘chain principle’ is dealt with under Note 8 on Rule 9.1 of the Code. Under this principle, an obligation to make a mandatory offer can arise where a person acquires 50% or more of the voting rights of a company (which need not be a company to which the Code applies) and, as a result, acquires or consolidates control of another company to which the Code does apply, by virtue of the first company's interest in that second company.

In its ruling the Panel said it considered that securing control of Sky might reasonably be considered to be a significant purpose of Disney’s acquiring control of Fox and that therefore Disney should be required to make a mandatory offer following completion of the acquisition. The Panel ruling also provides clarity on further ruled that the Offer must be at £10.75 in cash for each ordinary share in Sky.

For further information, see Panel confirms that Disney will need to make mandatory offer following Fox acquisition.

Corporate Governance

Change needed as FTSE 350 companies fail to meet gender diversity targets

The Investment Association (IA) and the Hampton-Alexander

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