Norton Rose's US client Emerson Electric has been vindicated by the High Court over its controversial attempt to buy the 49 per cent of UK computer company Astec that it did not already own.
As The Lawyer reported on 7 April, the minority shareholders of Astec – Electra Fleming, Norwich Union and Equitable Life Assurance – instructed David Gold of Herbert Smith to take Emerson to the High Court, claiming it had been “unfairly prejudicial” to them.
Emerson had offered to buy out the minority shareholders at a price set during a two-year low in Astec's shares and threatened to reduce dividends. It removed three directors at an extraordinary general meeting attended by Emerson's sole representative, Norton Rose senior partner David Lewis.
Some shareholders said Emerson's move breached the spirit of UK corporate governance and press comment at the time called on Norton Rose and the other Emerson advisers to threaten to resign unless their client “starts to behave”.
But Mr Justice Jonathan Parker last week struck out the minority shareholders' claim, under section 459 of the Companies Act, on the grounds that the petition was misconceived, unsustainable and had no basis in law. The institutional investors will have to pay Emerson's costs on a full indemnity basis.
Gold said that his clients had not yet decided whether to appeal. He said the judge had taken an approach “which I consider to be wrong” by considering each one of Emerson's actions separately, rather than “taking a macro look” at its behaviour overall. If the courts could not protect minority shareholders, he said, “it may be down to Parliament”.
David Lewis said: “Natuarally we feel fully satisfied. It was an extremely well-argued judgment.”