THE PANEL ON TAKEOVERS AND MERGERS AGAINST DAVID CUNNINGHAM KING [2017] ScotCS CSOH_156 (22 December 2017)

THE PANEL ON TAKEOVERS AND MERGERS AGAINST DAVID CUNNINGHAM KING [2017] ScotCS CSOH_156 (22 December 2017)

The court has discretion under section 955 of the Companies Act 2006 to refuse to grant an order, but in this case, the respondent's arguments of impecuniosity and futility are irrelevant or unsubstantiated; public interest and the integrity of the takeover regime require the order to be granted.

Citation
[2017] ScotCS CSOH_156
Parties
Petitioner: The Panel on Takeovers and Mergers; Respondent: David Cunningham King
Jurisdiction
Scotland
Judgment Date
22 December 2017
Procedural Posture
Petition / Final Judgment
Outcome
order granted
Legal Topics
Mandatory Takeover Offers, Court Discretion Under Companies Act 2006 S955, Acting in Concert, Enforcement of Panel Decisions, Shareholder Protection
Company Law Securities Regulation Mandatory Takeover Offers Court Discretion Under Companies Act 2006 S955 Acting in Concert Enforcement of Panel Decisions Shareholder Protection

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Parties

The Panel on Takeovers and Mergers

Petitioner

David Cunningham King

Respondent

Procedural Posture

Petition / Final Judgment

Legal Issues

  1. 1 Does the court have discretion to refuse an order under section 955 of the Companies Act 2006?
  2. 2 Should the court exercise its discretion to refuse the order sought by the Panel given the respondent's alleged impecuniosity and the futility of the order?

Ratio Decidendi

The court has discretion under section 955 of the Companies Act 2006 to refuse to grant an order, but in this case, the respondent's arguments of impecuniosity and futility are irrelevant or unsubstantiated; public interest and the integrity of the takeover regime require the order to be granted.

Court Disposition

order granted

Orders

  • Respondent is ordered to announce and make a mandatory offer at 20p per share for all Rangers International Football Club Plc shares not already controlled by him or his concert parties, in accordance with the City Code on Takeovers and Mergers.