Sam Bagot

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The UK Government has recently announced that it will introduce mandatory climate-related financial reporting for the first time.[1]

The new rules are likely to have particular implications for UK public companies listed outside the UK (particularly on the NYSE or NASDAQ) or on AIM, large UK subsidiaries of multinational corporate groups and large portfolio companies of financial sponsors that have a UK topco structure, where the new rules may require them to grapple with climate-related financial reporting for the first time.
Continue Reading UK Introduces Mandatory Climate-Related Financial Reporting for Large Public and Private Companies

As we have covered previously, one of the most noticeable trends that has emerged in the current boom in UK public M&A activity[1] is the heightened level of target shareholder opposition to bids. This is manifesting itself in a number of ways, including through increased and novel “bumpitrage”[2] campaigns as well as through institutional investors becoming more vocal in expressing their discontent at proposed bids. There appears to be a general feeling among a number of the largest UK institutional investors that private equity are acquiring UK public companies “too cheaply”.
Continue Reading UK Bids: Take-Private Boom Sees Negotiating Power Shift from Target Boards to Shareholders

Bumpitrage in UK bids being implemented by scheme of arrangement. So-called “bumpitrage” refers to the intervention of a shareholder activist in a public bid to attempt to force the bidder into improving the terms of the bid. Most public bids in the UK market are implemented by scheme of arrangement. When it becomes effective, a…

In the past week, two further potential bids were announced in relation to FTSE 250 companies – KKR’s potential bid for John Laing and Blackstone’s potential bid for St Modwen. This follows a number of recent bids for UK listed companies, many of which were launched following the announcement in November 2020 by Pfizer and…

In recent years there has been a material reduction in the number of companies seeking admission to the Premium Segment of the London Stock Exchange. In addition, a number of market participants believe that high-growth tech companies are materially under-represented on the Premium Segment. In an article published in late 2019, the Financial Times indicated…

The modus operandi of shareholder activism is to agitate for change, often involving campaigns to convince other shareholders to support proposals to change the composition of the board and the company’s strategy.

Under UK law a shareholder activist, in its capacity as shareholder, can attack the board and its strategy in the press and in…

This month, the UK Takeover Panel published Response Statement 2018/1, which confirmed the amendments that will be made to the rules of the UK Takeover Code in relation to asset valuations published during the course of a takeover bid.

The changes will come into effect on 1 April 2019 and largely track the Panel’s proposals…

In November 2018, the UK Takeover Panel published Panel Consultation Paper 2018/2 which set out proposed amendments to the UK Takeover Code as a result of the UK’s withdrawal from the EU.

This month, the Panel published its Response Statement in which it confirmed the changes that will come into effect after Brexit. The main…

As “social good” objectives (like the protection of the environment, the improvement of public health and the alleviation of poverty) rise up the corporate agenda in the UK, we examine how UK companies are reconciling the pursuit of these objectives with their directors’ duties, which normally require the prioritisation of the creation of shareholder value above other objectives. We also briefly explore the current trend of UK companies seeking to embed social and environmental purposes in their constitutions.
Continue Reading Social Good, Shareholders’ Interests and Directors’ Duties: Recent Developments in the UK

On 19 September 2017, the UK Takeover Panel published Panel Consultation Paper 2017/2 (the PCP), which proposed amendments to the rules of the UK Takeover Code relating to statements of intention and related matters. On 11 December 2017, the Panel published Response Statement 2017/2 (the RS) having received responses to the PCP from 13 respondents,…