Corporate weekly highlights—22 June 2017

Corporate weekly highlights—22 June 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 22 June 2017, which provide news updates and a comprehensive list of dates for your diary. This week’s edition features: the Takeover Panel’s statement concluding that no mandatory offer is required for Petropavlovsk plc; the FRC’s latest audit reviews on the quality of audits by FTSE 350 companies; and analysis considering the fourth Anti-Money Laundering Directive and its risk-based approach. 

Headlines (News updates & analysis)

Public company takeovers

Panel Executive concludes that activist shareholders and proposed directors are not acting in concert

In Panel Statement 2017/10 the Takeover Panel (Panel) considered whether certain shareholders and proposed new directors of Petropavlovsk (Company) should be treated as acting in concert under Note 2 on Rule 9.1 of the Takeover Code (Code) and, if this was the case, whether they had triggered a mandatory bid obligation under the Code as a result of their acquiring shares in the Company.

Note 2 on Rule 9.1 of the Code provides that the Panel will normally presume shareholders who requisition the consideration of a ‘board control-seeking’ proposal at a general meeting together with their supporters as at the date of the requisition to be acting in concert with each other and with the proposed directors. Such parties will be presumed to have come into concert once an agreement or understanding is reached between them in respect of a board control-seeking proposal with the result that subsequent acquisitions of interests in shares by any member of the group could give rise to an offer obligation.

In determining whether a proposal is board control-seeking, the Panel will have regard to a number of factors, including the following: the relationship between any of the proposed directors and any of the shareholders proposing them or their supporters; the number of directors to be appointed or replaced compared with the total size of the board; the

Subscription Form

Already a subscriber? Login
RELX (UK) Limited, trading as LexisNexis, and our LexisNexis Legal & Professional group companies will contact you to confirm your email address. You can manage your communication preferences via our Preference Centre. You can learn more about how we handle your personal data and your rights by reviewing our  Privacy Policy.

Related Articles:
Latest Articles:

Access this article and thousands of others like it free by subscribing to our blog.

Read full article

Already a subscriber? Login