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On March 13, 2017 the Takeover Appeal Board (the Board) published its decision to dismiss an appeal submitted by David King against the Takeover Hearings Committee's December 2016 ruling that, as determined by the Panel Executive, he had acted in concert with three other individuals in the acquisition of shares in Rangers International Football Club Plc (Rangers) in December 2014 and January 2015. As a result, Mr King had an obligation under Rule 9.1 of the City Code on Takeovers and Mergers (the Code) to make an offer to acquire all the issued shares of Rangers not owned by him and the three individuals.
Mr King had arranged for the purchase of shares in Rangers by New Oasis Asset Limited (NOAL), the sole share in which was held on trust for Mr King and his family by Sovereign Trust (a trustee of Glencoe Investment Trust which was for the benefit of Mr King and his family). The relevant acquisitions were made on December 31, 2014 and on January 2, 2015. On December 31, 2014 Mr George Letham, Mr George Taylor and Mr Douglas Park acquired interests in shares of Rangers from Laxey Partners Limited (Laxey). As evidenced by emails passing between Mr King and Mr Letham, Mr King was aware of Mr Letham’s intention to acquire Rangers shares from Laxey and Mr Letham was aware of Mr King’s intention to acquire Rangers shares from institutional investors at the same time.
After the purchase of the shares the existing directors of Rangers were removed by a shareholders vote at an EGM in March 2015 and Mr King’s nominees were appointed as directors of Rangers. In May 2015 Mr King was appointed chairman of Rangers.
Early in 2015 the Panel Executive began to investigate allegations that Mr King had acted in concert with Messrs Letham, Taylor and Park and on June 7, 2016, following completion of its interviews and other investigations, the Panel Executive ruled that, for the purposes of Rule 9.1 of the Code, Mr King had been acting in concert with Messrs Letham, Taylor and Park in the acquisition of shares in Rangers on December 31, 2014 and January 2, 2015.
On August 2, 2016 Mr King requested a review of the Panel Executive’s ruling by the Hearings Committee and in its ruling on December 5, 2016 the Hearings Committee upheld the Panel Executive’s decision.
In December 2016, Mr King appealed to the Board. The main grounds of the appeal were that the Hearings Committee failed to examine evidence of the separation between Mr King and NOAL, and that it did not specify the nature of Mr King's interest in the Rangers shares or consider whether he had voting rights over the shares. A further ground of appeal was that the Hearings Committee had erred in relying on a separate, earlier business proposition put forward by Mr King and others in connection with attaining control of Rangers, to infer acting in concert in relation to the later acquisition of shares. Other grounds of appeal related to points concerning Mr King's motivation, the question of whether an offer to the other shareholders in Rangers would be of benefit to them, and various procedural points.
The main conclusions of the Takeover Appeal Board include the following:
The Takeover Panel has also published Statement 2017/4, setting out the Hearing Committee’s ruling of December 5, 2016, which was appealed to the Board.
On March 15, 2017 HM Treasury published a consultation document together with a draft of the Money Laundering Regulations 2017. This follows the consultation launched by the Treasury in September 2016 on the transposition of the Fourth Money Laundering Directive (4MLD) in the UK. That consultation closed in November 2016 and this consultation document outlines responses submitted to the September 2016 consultation and the Government’s policy positions following the consultation. It also notes the November 2016 discussion paper published by the Department for Business, Energy and Industrial Strategy (BEIS) on implementation of 4MLD. BEIS will publish its response to that consultation in a written ministerial statement in due course.
Money Laundering Regulations 2017
Points in the draft Regulations include the following:
The closing date for comments on the consultation is April 12, 2017. The Government intends to transpose 4MLD by June 26, 2017 and will separately consult on the amended directive once it has been published in the Official Journal and has come into force.
On March 14, 2017 the European Parliament published a legislative resolution on the European Commission’s April 2014 proposal (2014/0121 (COD)) for a directive amending the Shareholder Rights Directive (2007/36/EC) as regards the encouragement of long-term shareholder engagement and the Accounting Directive (Directive 2013/34/EU) as regards certain elements of the corporate governance statement.
Changes from the Commission proposal include:
(European Parliament, European Parliament legislative resolution of 14 March 2017 on the proposal for a directive of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement and Directive 2013/34/EU as regards certain elements of the corporate governance statement (COM(2014)0213 – C7-0147/2014 – 2014/0121(COD)), 14.03.17)
On May 8, the Supreme Court of Canada released its written reasons in 9354-9186 Québec inc. v. Callidus Capital Corp.