The Takeover Panel has taken the rare step of publicly criticising law firm Baker & McKenzie for failing to give proper advice to a company buying a majority share in another company.
But the panel has decided to stop short of exercising its power to report the firm to the Law Society over its advice to three directors of machine tool distributor PCT Group.
The three owned a separate company, KPI, which bought batches of shares in PCT over a period from October 1993 to June 1996, increasing their holding from 29 per cent to 50 per cent.
Under Rule 9 of the Takeover Panel's code, when parties act in concert to buy a stake that is more than 30 per cent, they have to make a formal bid to buy all the shares in the company. Rule 9 is also triggered if the concert party buys any further shares. But the three directors repeatedly failed to make the mandatory bid.
The Takeover Panel criticised Baker & McKenzie for advising its clients that if a particular share transaction in 1996 had taken place they should probably “notify the Stock Exchange and the company in accordance with the normal rules and see whether any objection is raised”.
In a statement agreed with all the parties, including Baker & McKenzie, the panel said: “In any circumstances of doubt or uncertainty about the application or interpretation of the code in respect of a completed or prospective transaction the Takeover Panel executive must be consulted.”
The panel has the power to report a law firm to the Law Society and to suggest disciplinary action, but in this case it stopped at a public criticism.