A rare public rebuke by the Takeover Panel of bank NM Rothschild has thrown into relief the question of how much responsibility lawyers bear when advising clients on the Takeover Code.
The panel severely criticised Rothschild for flouting a basic tenet of the Takeover Code, which states that, once a bidder’s shareholding surpasses 30 per cent in a target, its offer must become mandatory.
In November 2006 Rothschild advised BT, whose legal adviser was Addleshaw Goddard, to buy shares totalling more than 32 per cent in Eversheds client and internet service provider PlusNet, which BT had previously offered to acquire for £66.7m.
The mistake only came to light two days after Rothschild ordered the share purchase, when Addleshaws corporate partner Roger Hart spotted it. A source close to the deal said: “Lawyers should converse with financial advisers and their clients at least daily. As esteemed an institution as Rothschild may have felt that it did not want to involve the lawyers on every little detail.”
Addleshaws came in for no panel criticism for its part in the oversight. A senior source familiar with the panel said: “The panel’s always made a principle of saying that one person must be primarily responsible for advising the client and that’s traditionally been the financial adviser. We’re happy to leave financial advisers as those with primary responsibility, and financial advisers fully understand that they bear that responsibility.”