Directors’ Duties
The Duties Directors of companies have always been subject to various duties but until the Companies Act 2006 (“the 2006 Act”) came into force, these duties had not been consolidated and set out in one...
View ArticleRecent cases on derivative actions under the Companies Act 2006 – are fears...
Background A derivative action is an action brought by a shareholder on behalf of the company. Owing to the complexity of the previous law, very few derivative actions succeeded. When the Companies Act...
View ArticleFSA findings of market abuse upheld
The Financial Services and Markets Tribunal (FSMT) published a decision on 11 January 2010 which upheld findings made by the Financial Services Authority (FSA) on market abuse by a research analyst and...
View ArticleAssociation of British Insurers publishes position paper on executive...
What is the Association of British Insurers? The Association of British Insurers (ABI) is the trade association for the UK’s insurance industry. The ABI has around 400 companies in its membership....
View ArticleDirector found to be personally liable for misrepresentations on a company sale
Background The claimant (Invertec) and the first defendant (De Mol Holding BV (DMH)) entered into a sale and purchase agreement for the sale by DMH to Invertec of all of the issued shares in Volante...
View ArticleBA/Iberia merger to signal return of M&A activity?
Reports last week suggested that, after more than a year of talks, the proposed merger between British Airways and Spanish airline Iberia is due to take place during the first quarter of 2010. This...
View ArticleKraft/Cadbury deal prompts calls for reform of takeover laws
The hostile takeover of the British chocolate maker, Cadbury plc (Cadbury) by US company, Kraft Foods Inc (Kraft) has been widely publicised, especially the initial resistance by Cadbury’s shareholders...
View ArticleFSA announces more convictions for insider dealing
The Financial Services Authority (FSA) recently demonstrated its toughened stance against illegal insider dealing in its prosecutions against Malcolm Calvert and his accomplice, Bertie Hatcher. Facts...
View ArticleCorporate governance – new European guidance issued for unlisted companies
The Institute of Directors has recently published guidance and principles on corporate governance for unlisted companies in the EU. The guidance and principles are an initiative of the European...
View ArticleCourt upholds “tail-gunner” clause
Background “Tail-gunner” clauses are often used by corporate finance advisers in their terms of engagement so that if a transaction completes within a certain period after the termination of their...
View ArticleKraft makes a meal of Cadbury takeover
Following Kraft Foods’ takeover of Cadbury Plc in February 2010, the US company has had its knuckles rapped by the Takeover Panel for its conduct during the offer stage of the deal. The issue in...
View ArticleTakeover Panel publishes consultation paper
Following on from recent criticism of the takeover of Cadbury Plc by Kraft Foods, the Code Committee of the Takeover Panel (Committee) has published a consultation paper to discuss shortcomings in the...
View ArticleUK Corporate Governance Code – directors’ remuneration and re-election
Background After an extensive consultation process, the Financial Reporting Council (FRC) has published the new UK Corporate Governance Code (Code). The Code applies to all companies with a premium...
View Article“Cold shoulder” by Takeover Panel
The Takeover Panel has issued a formal statement to the effect that Brian Myerson and two others are persons who, in the opinion of the Hearings Committee of the Takeover Panel, are not likely to...
View ArticleThe end of the corporate board?
It has always been possible to appoint a company as a director of another company incorporated and registered in England and Wales. The Companies Act 2006, however, heralded an end to the practice of...
View ArticleGovernment stands firm on calls for takeover regulation reform
It appears that repercussions from the recent takeover of Cadbury PLC by Kraft Foods are still being felt following the publication of a government command paper setting out its position with regards...
View ArticleNew ruling on accounts warranties appears to favour sellers
Background The terms of the sale of a company’s shares are usually documented in a share purchase agreement (SPA). An SPA will typically list various warranties given by the seller to the buyer....
View ArticleChief executive of London Stock Exchange criticises proposed changes
The Government has proposed that the United Kingdom Listing Authority (UKLA) merges with the Financial Reporting Council (FRC). Xavier Rolet, the chief executive of the London Stock Exchange (LSE) has...
View ArticleGovernment consultation on economic short-termism
The Department for Business, Innovation and Skills has published a consultation document “A Long-Term Focus for Corporate Britain”. This is the first step of a government review into economic...
View ArticleNew report published on corporate governance for unlisted EU companies
Earlier this year, the European Confederation of Directors’ Associations and the Institute of Directors published guidance on corporate governance for unlisted companies in the EU. This guidance has...
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