Daily Archives: Monday, April 29, 2024

UK Takeover Panel Proposes Narrowing the Scope of Companies Subject to the Takeover Code

Posted by Bruce Embley, Simon Toms, and Craig Kelly, Skadden, Arps, Slate, Meagher & Flom LLP, on
Monday, April 29, 2024
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Bruce Embley and Simon Toms are Partners and Craig Kelly is a Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Embley, Mr. Toms, Mr. Kelly and George Knighton.

On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of companies to which the Code applies.

The amendments proposed by the PCP would, if adopted, result in a significantly reduced number of companies subject to the Code and impact those that are incorporated in the UK but listed on the NYSE or NASDAQ.
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For or against? The year in shareholder resolutions—2023

Posted by Donna F. Anderson and Jocelyn S. Brown, T. Rowe Price, on
Monday, April 29, 2024
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Donna F. Anderson is Global Head of Corporate Governance and Jocelyn S. Brown is Head of Governance for EMEA and Asia-Pacific at T. Rowe Price. This post is based on their T. Rowe Price memorandum.

This is the fourth year that we have published analysis of our voting results on shareholder resolutions on environmental, social, and political topics.[1] Since the 2021 proxy voting season, when these resolutions earned unusually high support, we have observed a bifurcation among proponents of these resolutions, particularly in the U.S. and Canada. Many resolutions are still put forward under a traditional framework of advocating for actions that could increase the value of the corporation or reduce the risks it faces. However, a new approach has taken hold in these markets that we believe is not tethered to value creation for shareholders. We explore the effects of this bifurcation in this year’s report.

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Introduction to SEC v. Panuwat: Understanding “Shadow” Insider Trading

Posted by J.W. Verret (George Mason University), and Greg Lawrence (Lawrence Law), on
Monday, April 29, 2024
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J.W. Verret is an Associate Professor of Law at George Mason University and a Counsel at Lawrence Law, and Greg Lawrence is a Partner at Lawrence Law. This post is based on their recent paper.

In the groundbreaking case SEC v. Panuwat, the Securities and Exchange Commission (SEC) successfully pioneered a legal theory referred to as “shadow” insider trading. This concept extends traditional insider trading paradigms to situations where an individual, privy to material non-public information (MNPI) regarding one company (Company A), capitalizes on that knowledge to trade securities in another company (Company B). The facts of the case against Matthew Panuwat, a former executive at Medivation, illuminate this novel application of the law.

According to the SEC’s complaint, Panuwat, an employee of the pharmaceutical company Medivation, became aware that Medivation would soon be bought out. Just a few minutes after learning that information, Panuwat commenced purchasing out-of-the-money, short-term call options in another company, Incyte Corp. The SEC argued that Incyte was a closely comparable company to Medivation, and therefore, these trades in Incyte constitute illegal insider trading.

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