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Corporate & Commercial Law
Banking and Financial Services
CPD Points:
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Regulated by the Solicitors Regulation Authority:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Regulated by the Bar Standards Board:
Listen and pass the quiz: Gain 1 accredited CPD point (60 minutes)

Regulated by ILEX:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

  • FREE
30 minutes of audio
(+ optional 5 minute online quiz)
Plays on Computer:
Yes Downloadable as MP3:    Yes
Course Aims:

The Facebook listing was one of the biggest listings of all time, and many factors played a role in determining the share price for which first shareholders would take up their shares. Amongst the many expert advisors to the board of directors, investment bankers featured prominently. Yet despite the huge demand for Facebook shares, we saw the share price drop dramatically from the first day of trading. How did things go so wrong? And what did this disastrous listing of Facebook mean for its Shareholders who were the victims of a badly planned IPO and, for the Investment Bankers that advised them? This two-part podcast series considers whether investment bankers are immune from claims by shareholders. Part One analyses the Facebook listing and that of Manchester United which raised similar questions concerning the role of investment bankers input and what ensues when takeovers have unsatisfactory outcomes. Part Two then explores the City Code on Takeovers and Mergers whilst outlining some of the fundamental cases in this area of the law.

After completing the course you will:
  • Understand what happened with the Facebook and Manchester United listing’s earlier this year;
  • Be aware of how directors communicate with shareholders in IPOs, Takeovers and Mergers;
  • Know what happens when takeovers have unsatisfactory outcomes;
  • Appreciate whether shareholders claims need to be distinguishable from any claim that a company may have;
  • Understand the City Code on Takeovers and Mergers;
  • Consider whether investment bankers are immune from claims by shareholders;
  • Understand the concept of ‘near privity’.
General Interest Difficulty: 2 of 5
Legal Principles
Legislative Updates
Market Update / Hot Topic
Sources and References:
  • Companies Act 1985;
  • Companies Act 2006;
  • EU Directive on Takeovers & Bids (2004/25/EC);
  • Financial Services and Markets Act 2000;
  • The City Code on Takeovers and Mergers;
  • Unfair Contract Terms Act 1977;
  • BCCI v Price Waterhouse [1999] BCC 35;
  • BCCI v Price Waterhouse (No.2) [1998] BCC 617, CA;
  • Bear Sterns & Co v Daisy Sys, Corp. 97 F.3d 1171 (9th Circuit, 1996);
  • Bristol & West BS v Mothew [1998] Ch 1, 18A;
  • Caparo Industries Plc. v Dickman [1990] 2 AC 358, HL;
  • Credit Alliance Corp v Arthur Anderson & Co 65 N.Y.2d 536 (Court of Appeals, New York, 1985);
  • EBC I, Inc. v Goldman, Sachs & Co, 5 N.Y.3d 11 (Court of Appeals New York, 2005);
  • Hedley Byrne v Heller [1964] AC 465, HL;
  • Henderson v Nerret Syndicates [1995] 2 AC 145, HL;
  • Heron International v Lord Grade [1983] BCLC 244;
  • HMRC v Barclays [2007] 1 AC 187, HL;
  • Joyce v Morgan Stanley & Co 538 F.3d 797 (7th Circuit, 1996);
  • Killick v PricewaterhouseCoopers (No.1) [2001] 1 BCLC 65, ChD;
  • Morgan Crucible v Hill Samuel [1991] Ch 295, CA;
  • Peskin v Anderson [2001] BCC 874, CA;
  • Pilmer v Duke Group Ltd [2001] 2 BCLC 773 (High Court of Australia);
  • Re Chez Nico (Restaurants) Ltd [1992] BCLC 192, ChD;
  • Re Lifecare International Plc. (1989) 5 BCC 755;
  • Re Smiths of Smithfield [2003] BCC 769, ChD;
  • Regina v Spens [1991] 1 WLR 624, CA;
  • Scullion v Bank of Scotland Plc (t/a Colleys) [2011] EWCA Civ 693;
  • Shneider v Lazard Freres & Co 159 A.D.2d 291 (New York Appellate Division, 1990);
  • Smith v Eric S Bush [1990] 1 AC 831, HL;
  • Stein v Blake [1998] BCC 318, CA;
  • Weinberger v OUP Inc. 426 A.2d 1333 (Court of Chancery, Delaware, 1981);
  • Wells v Shearson Lehman/Am Exp Inc. N.Y.S.2d 1 (New York Appellate Division, 1987);
  • White v Jones [1995] 2 AC 207, HL;
  • Williams v Natural Life Health Foods Ltd [1998] 1 WLR 830, HL.

In this two part CPDcast series, silk Johan du Toit from Selborne Chambers discusses whether investment bankers are immune from claims by shareholders.

Date Recorded: 3rd October 2012

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