Panel publicly criticises advisers for breaching the Takeover Code

Panel publicly criticises advisers for breaching the Takeover Code

The Takeover Panel has publicly criticised Credit Suisse, Freshfields and Holman Fenwick Willan for breaching important provisions of the Introduction to the Takeover Code. Kavita Bassan, solicitor in the Lexis®PSL Corporate team, discusses the details of the recent Panel Statement and what they mean for corporate lawyers.

Original news

Takeover Panel issues Panel Statement 2015/15 on Asia Resource Minerals plc (formerly Bumi plc), LNB News 05/11/2015 68
 

The Takeover Panel has publicly criticised Credit Suisse (Singapore) Limited and Credit Suisse Securities (Europe) Limited (Credit Suisse), Freshfields Bruckhaus Deringer LLP (Freshfields) and Holman Fenwick and Willan LLP (HFW) for their conduct as advisers in relation to the acquisition by Vallar plc of interests in two Indonesian coal mining companies. They, along with JP Morgan Limited (JP Morgan), were found to have committed serious breaches of sections of the introduction to the Takeover Code (the Code).

What was the Panel ruling?

Panel Statement 2015/15

(PS 2015/15) relates to the conduct of legal and financial advisers involved in certain transactions which resulted in a serious breach of Rule 9.1 of the Code (which was the subject of an earlier Panel Statement). The Panel has concluded that:

  • the conduct of the advisers in connection with those transactions gave rise to a number of separate breaches of important provisions of the Introduction to the Code (the Introduction)
  • the respective conduct of Credit Suisse, Freshfields and HFW was sufficiently serious to merit the issue by the Panel of a statement of public censure in accordance with Section 11(b) of the Introduction, and
  • the conduct of JP Morgan was disappointing but not sufficiently serious to merit public criticism

For comments on PS 2015/15 by Patrick Sarch, partner at Clifford Chance LLP, see section What lessons should corporate lawyers draw from the recent Panel Statement? What should they take away from PS 2015/15?, below.

What does this mean for the advisers involved?

This is the first time thatthe

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About the author:
Jenisa is Head of Market Tracker, a transaction analysis product that sits within Lexis®PSL Corporate. She has over 13 years of legal publishing experience, with a focus on researching and reporting on trends and developments in the corporate and commercial legal market. Previous roles include content developer for Lexis®PSL, Legal Podcaster at Informa, and Research Editor at Practical Law Company where she specialised in reporting on cross-border corporate and commercial developments from the firm’s New York office.