Corporate weekly highlights—26 April 2018

Corporate weekly highlights—26 April 2018

This week’s edition of Corporate highlights includes News Analysis of the Scottish appeal court decision in Panel on Takeovers and Mergers v King, analysis of the QCA’s revised corporate governance code and the FCA’s Dear CEO letter on irredeemable preference shares.

Public company takeovers

Scottish appeal court upholds decision requiring King to make Rule 9 offer for Rangers

Corporate analysis: The Inner House, Court of Session, has upheld a decision of the Outer House requiring David King to make a mandatory offer for all the shares in Rangers Football Club not already owned by him and his concert parties.

The Takeover Appeal Board (TAB) directed that Mr King announce a mandatory offer by 12 April 2017. However, Mr King failed to comply and on 13 April 2017 the Takeover Panel (Panel) commenced proceedings in the Outer House of the Court of Session, Edinburgh under section 955 of the Companies Act 2006 (CA 2006) seeking an order requiring Mr King to comply with its rulings.

The Outer House found in favour of the Panel and issued an order requiring Mr King to make a mandatory offer at 20p per share for all the shares in Rangers not controlled by him or his concert parties.

The Inner House agreed with the Outer House’s finding that the court did have discretion in making an order under CA 2006, s 955. This discretion extended not merely to the form of the order, but whether to make any order at all. However, the circumstances in which the court would refuse an order would be rare and might include the offeror becoming insolvent or a competing offer arising after the decision of the Panel, Hearings Committee or TAB. Otherwise, the court’s function was to enforce the rulings of the Panel.

For further details, see News Analysis: Scottish appeal court upholds decision requiring King to make Rule 9 offer for Rangers.

Corporate governance

QCA publishes revised corporate governance code

Corporate

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