Freshfields and Holman Fenwick Willan have both been publicly reprimanded by the UK Takeover Panel, the first time that it has censured a law firm in its 47 year existence.
The panel issued a rare "statement of public criticism" following an investigation into the law firms' roles in the formation of an Indonesian mining group in 2010. Bumi was created when financier Nat Rothschild used a company called Vallar, advised by Freshfields, to pay $3 billion for two coal mining companies, which were advised by HFW. As part of the deal, the mining companies' owners acquired stakes in Vallar. Bumi's board subsequently imploded in a flurry of recriminations, its value collapsed and it was taken private and renamed in 2014.
In the most severe action taken by the Panel since it censured Kraft five years ago for making false promises in relation to the takeover of Cadbury, it said that the actions of the law firms, and also Credit Suisse, had resulted in a "serious breach" of the City Code on Takeovers and Mergers.
HFW was found to have breached the Panel's rules by failing to consult it on whether the mining companies' owners were "acting in concert" to acquire stakes greater than 30% in Vallar. Freshfields was found, together with HFW, to have failed to take "all reasonable care not to provide the Panel with incorrect, incomplete or misleading information", although neither was found to have deliberately misled it.
No fines or penalties were imposed. Instead, the Panel handed down an even deadlier punishment, ruling, "Freshfields and HFW are hereby publicly criticised".
In a statement published on its website, Freshfields said that it "has accepted the Panel’s conclusions". Coverage of the verdict has not yet appeared on HFW's "HFW in the News" page.
Tip Off ROF
The panel issued a rare "statement of public criticism" following an investigation into the law firms' roles in the formation of an Indonesian mining group in 2010. Bumi was created when financier Nat Rothschild used a company called Vallar, advised by Freshfields, to pay $3 billion for two coal mining companies, which were advised by HFW. As part of the deal, the mining companies' owners acquired stakes in Vallar. Bumi's board subsequently imploded in a flurry of recriminations, its value collapsed and it was taken private and renamed in 2014.
In the most severe action taken by the Panel since it censured Kraft five years ago for making false promises in relation to the takeover of Cadbury, it said that the actions of the law firms, and also Credit Suisse, had resulted in a "serious breach" of the City Code on Takeovers and Mergers.
Freshfields' attempt at mining, yesterday |
HFW was found to have breached the Panel's rules by failing to consult it on whether the mining companies' owners were "acting in concert" to acquire stakes greater than 30% in Vallar. Freshfields was found, together with HFW, to have failed to take "all reasonable care not to provide the Panel with incorrect, incomplete or misleading information", although neither was found to have deliberately misled it.
No fines or penalties were imposed. Instead, the Panel handed down an even deadlier punishment, ruling, "Freshfields and HFW are hereby publicly criticised".
In a statement published on its website, Freshfields said that it "has accepted the Panel’s conclusions". Coverage of the verdict has not yet appeared on HFW's "HFW in the News" page.
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