Caffyns plc, a family-controlled company (page 57 of 2010 Annual Report) with three classes of security on the UKLA Official List and a Premium Listing on the London Stock Exchange, is facing a derivative claim and an unfair prejudice action from a shareholder action group.
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6 May 2012
Derivative claim and unfair prejudice action against listed company
3 May 2012
Reforming the structure of the EU banking sector: European Commission launches consultation
The European Commission has today started a High-level Expert Group consultation on the structure of the EU banking sector. The one-page consultation document is here. The membership of the High-level Expert Group is here (Carol Sargeant representing the UK) and its mandate is here. The Group is to report back to the Commission by the end of summer 2012.
3 May 2012
Aviva becomes only fourth FTSE100 company to lose pay vote
The advisory vote on the remuneration report at today’s AGM was lost by the insurer. It seems that institutional shareholders are to some extent pre-empting the results of the Government’s consultation on giving investors binding votes on executive pay.
Manifest, the proxy voting agency, reports that “only 12 other FTSE 100 companies have had more than 40% dissent on their remuneration report since records began” and that Aviva becomes only the fourth FTSE100 company to lose the advisory vote.
The chief executive of Trinity Mirror, Sly Bailey, has seen the writing on the wall and quit a week ahead of her AGM. Ms. Bailey managed to extract £12.7 million from the company whilst overseeing a 90% fall in the share price during her tenure.
UPDATE 8 May 2012: Following the shareholder vote against the remuneration report, the Chief Executive of Aviva has now resigned with immediate effect even though he personally was re-elected by 95% of those voting at the AGM on 4 May.
He gets a year’s salary “subject to mitigation” and £300,000 “in full and final settlement of all claims that he might have to bonus under his contract”, and pension, and vesting of shares from the 2009 bonus plan – but nothing from the deferred elements of the 2010 or 2011 bonus plans. Approximately £1.7 million, all taken together.
3 May 2012
Which are the Regulated Information Services?
The principal Regulated Information Services that Main Market and AIM companies can use to disseminate their regulatory announcements are:
RNS (RNS), provided by the London Stock Exchange.
BusinessWire (BUS), provided by Business Wire.
News Release Express (MKW), provided by Marketwire.
PR Newswire (PRN), provided by PR Newswire.
ONE (ONE), provided by Hugin, part of Thomson Reuters.
Secondary Information Providers
The SIPs take the announcements provided by the RISs and bundle them together into 0ne service. The most useful SIP for private users is Investegate.
RISs and SIPs explained
For more, see here at the FSA website and here at the Takeover Panel website.
2 May 2012
Swain Mason v Mills & Reeve: Should a solicitor ask whether a piece of information is important?
Mr Swain wanted to sell his business, by share sale, to an MBO team. He instructed Mills & Reeve (M&R) to act. In their engagement letter, M&R made clear that it was not providing personal tax advice to Mr Swain…
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1 May 2012
The Murdochs, wilful blindness and directors’ duties under the Companies Act 2006
The DCMS Select Committee has today published its report into phone hacking at News International. The Committee’s report finds that Rupert Murdoch exhibited “wilful blindness” (at paragraph 229) to what was going on in his companies, and lays the same charge also at James Murdoch:
“In failing to investigate properly, and by ignoring evidence of widespread wrongdoing, News International and its parent News Corporation exhibited wilful blindness, for which the companies’ directors—including Rupert Murdoch and James Murdoch—should ultimately be prepared to take responsibility…”. (Paragraph 275 of the report.)
It appears that Rupert and James Murdoch were both statutory directors of News International Limited (as it then was) during the phone hacking period.
The finding of “wilful blindness” by the DCMS Committee is not a judicial finding. If that finding was repeated by the court, it would suggest that these directors of News International had breached their duties as directors of the company, as set out in section 174 Companies Act 2006 (“a director of a company must exercise reasonable skill, care and diligence”) and also presumably section 172 (the duty to promote the success of the company).
Given that News International is a subsidiary of News Corporation, there is little prospect of a shareholder derivative action (under Part 11 of the Companies Act 2006) to confirm that the court would equate “wilful blindness” with breach of the section 174 duty to exercise reasonable skill, care and diligence.
1 May 2012
Treasury Select Committee publishes terms of reference for inquiry into SIFI corporate governance
Terms of reference of inquiry by House of Commons Treasury Select Committee into the corporate governance of systemically important financial institutions here. Submissions to the inquiry are required by 24 May 2012.
See also: What is a “systemically important financial institution”?
1 May 2012
What is a “systemically important financial institution”?
SIFIs are “financial institutions whose distress or disorderly failure, because of their size, complexity and systemic interconnectedness, would cause significant disruption to the wider financial system and economic activity” (definition by the Financial Stability Board).
SIFIs are large retail and investment banks. A list of global SIFIs, as at November 2011, is at the annex to this FSB document.
1 May 2012
Dewey & LeBoeuf: the end
The New York Times reports that Dewey & LeBoeuf is now encouraging its partners to leave. The NYT report includes this vignette from 2011 as Dewey’s problems mounted:
“Cash was already running low; partners were already owed tens of millions of dollars in back pay. The firm had fallen so behind on collecting unpaid legal bills that management sent out an e-mail offering partners free iPads and iPhones if their clients paid them on time.”
More Dewey news here.
