Clifford Chance instructed by Takeover Panel as HRA demands external advice

Litigation partner Jeremy Sandelson acted as secretary for the panel on the hearing of advertising company WPP's appeal against a ruling of the panel executive. WPP has been trying to extricate itself from the takeover of Tempus following the terrorist attacks of 11 September.
This is the first time that the Takeover Panel has called in a law firm to advise on an appeal. In the past, the role was taken by a member of the executive. The decision to bring in Clifford Chance is a result of the Human Rights Act.
The panel executive refused to allow WPP to invoke a “material adverse change” condition on its offer. The Takeover Panel deals with the appeal.
The director general of the panel executive Philip Remnant told The Lawyer: “Clifford Chance acted as secretary to the panel for the hearing, and that used to be performed by a member of the executive. It's really changed over the last few months as a result of the Human Rights Act.
“It's been thought sensible for the full panel, when they're hearing an appeal from a ruling of the executive, to have an external legal firm which is acting as secretary to the panel. It's the first time that's happened, but it will now become the norm – it won't always be Clifford Chance though.”
Sandelson was seconded to the Takeovers and Mergers Panel between 1982 and 1984, which is partly why he secured the instruction.
Remnant said: “Clifford Chance is one of the major City firms and Jeremy himself knows the panel, but there are a number of firms who could have performed the role. Some of the firms had conflicts, so it was a matter of choosing a firm and an individual without a conflict.”
Allen & Overy is advising WPP, while Freshfields Bruckhaus Deringer is advising Tempus.
Sandelson is also involved in the mammoth Thyssen litigation in Bermuda, representing the first defendant Thyssen Jnr.
Sandelson said: “I got called in once WPP had announced that they were going to go for an appeal, which was on 25 October. The appeal took place on 31 October, so I got instructed only several days beforehand. As a job it was pretty well non-stop for six or seven days.
“There was a lot of assisting the panel in producing a decision, conscious of the fact that there could be an appeal or a judicial review. There were issues such as whether or not there was a right to a public hearing.”
The Takeover Panel published its reasons for dismissing the appeal last week (6 November).