So it’s goodbye Patrick Drayton, current director general at the Takeover Panel, and hello Philip Remnant, senior banker at Credit Suisse First Boston, who will begin a two-year secondment in April.
But oh, Mr Remnant, do you really know what you’ve let yourself in for? Heading the Takeover Panel has hardly been a bed of roses over the last couple of years, has it? It is never going to be the easiest job in the world – in 1998 Drayton’s predecessor, SBC Warburg Dillon Reed banker Alistair Defriez, for example, had to grapple with Lord Wolfson, chairman of Great Universal Stores, over the acquisition of Argos. It was not pretty.
And just try to imagine what it’s like to wake up in the morning to a bunch of snivelling lawyers moaning about the fact that you overturned their completely relevant appeal that they (ie their assistants) spent hours working on.
It’s the stuff nightmares are made of. But Remnant is taking on one of the toughest jobs in the City at a very interesting time. The Takeover Panel came in for a hell of a battering last year, particularly through its handling of the Hyder bid. The now notorious deal – the longest ever game of “my dad’s bigger than your dad” – highlighted a number of interesting issues surrounding the Takeover Panel, not least its strength in managing damage limitation.The poor old Takeover Panel got a whipping in the press and nothing was done to stop it.
Whichever party was responsible for this – you know who you are – should have been told to stop it. And what about the issues surrounding the Abbey National bid? The panel is being criticised for not managing the emerging tussle between Abbey National and its admirers, Lloyds TSB and Bank of Scotland.
Whether this was the fault of Drayton is unsure, but some lawyers state that his strength lay more on the academic side, while Defriez had the nous to tell naughty boys to stop buggering about. Since some lawyers feel that the panel’s image has to be rebuilt, Remnant is going to have to combine the brains of Stephen Hawking with the chocolate-smooth skills of Mathew Freud.
Now there are some loyal subjects out there endlessly sympathetic to the panel; after all, some of their colleagues are on secondment there, and these lawyers know that when decisions are made it is a very fine balancing act.
But all of this pales into insignificance compared with the real issues that the incoming director general has to face, namely the European Commission (EC) and the ever-growing Financial Services Authority, which threatens to eat into the powers, specifically on market abuse, which the UK’s famous non-statutory body oversees.
The whole EC Thirteenth Takeover Directive is beginning to get on everybody’s nerves. When is the EC ever going to come up with a set of rules for takeovers that every member state is happy with? Any bets for the beginning of the next millennium anyone?
Europe has been grappling with this for over 10 years. One lawyer counters that legal professionals have to cope the whole time with changes to law and will therefore take any changes to company law in their stride. It’s a tough assignment to have to deal with, and for any director general it’s a heavy burden. Any progress made on drawing up a standard set of rules for takeovers for European members was thrown away in December when Members of the European Parliament decided to vote on a whole raft of changes to the proposed law. Also under the directive, a statutory body has to be responsible for regulating takeovers. At the time, Drayton, in an exclusive interview with The Lawyer, said that the directive would not affect the firm’s non-statutory standing.
But then that’s easy for him to say as he had been embroiled in all the toing and froing for over two years. Remnant has to come in cold at a time when more delays to the rules leave the Takeover Panel in a state of flux.
Remnant’s tenure could prove to be interesting. This is the man whois representing the UK against the EC and its procrastinating, and there will be a number of lawyers watching him very carefully.