About the Corporate Finance Division
The Corporate Finance Division focuses on the commercial and legal/regulatory aspects of mergers and acquisitions and the public issuance of securities. The division seeks to promote open markets in the EU and the UK and proportionate regulation that preserves flexibility for issuers, on the one hand, and ensures fairness for shareholders, on the other.
The division nominates one member to the UK Panel on Takeovers and Mergers (the Takeover Panel) and co-ordinates the nomination of two additional members by AFME's board of directors and by the AFME Securities Trading Committee within the Equities Division. Alternate Panel Members are also nominated by the same bodies. The current AFME appointees to the Takeover Panel are:
AFME Board Appointee: Mr. Alan Yarrow
AFME Corporate Finance Committee Appointee: Mr. Charles Wilkinson
AFME Securities Trading Committee Appointee: Mr. Jim Hamilton
The division represents the views of the wholesale financial market participants and acts as a source of market understanding for regulators and policymakers.Corporate Finance Division initiatives are generated by the members, approved by the Corporate Finance Committee, and carried out by AFME staff working with teams of experts from member firms. The projects take a variety of forms, from informal discussion groups to formal responses to government consultations.
Key Issues and Initiatives
- Responding to consultation by the Code Committee of the Takeover Committee (PCP 2009/2) proposing to subject certain management incentivisation arrangements to greater offeree shareholder scrutiny;
- Collaboration with issuers and the buy-side (institutional) to issue Guidance for Issuers Contemplating a Rights Issue which was recommended by the Rights Issue Review Group convened by the UK Chancellor of the Exchequer;
- Assisting the FSA in developing alternatives to a statutory rights issue to mitigate trading risk for the issuer/underwriters during a rights issue;
- Working with AFME's Compliance Committee and Securities Trading Committee to respond to consultations by CESR and the UK on disclosure regimes for short selling and hedging activities by market makers and underwriters;
- Responding to consultation by Sir David Walker on recommendations for corporate governance on risks incurred in takeovers in respect of remuneration and anticipating further legislative/regulatory proposals by the UK and EU and the OECD;
- Developing a statement of current practice on UK Takeover Code provisions requiring confirmation of available cash by the corporate adviser to an offeror in a cash bid scenario; and
- Monitoring the application of the recent Practice Statement 25 issued by the Takeover Panel (at the division's request) establishing reasonable due diligence responsibilities and mitigating potential risk of corporate advisers when forming loan syndicates.
Organisation
The Corporate Finance Committee comprises managing directors engaged in investment banking activities at member firms.
Corporate Finance Committee
Stuart Upcraft, Credit Suisse, Chairman
Derek Shakespeare, Barclays Capital
Philip Robert-Tissot, Citi
Charles Wilkinson, Deutsche Bank*
Simon Dingemans, Goldman Sachs
Chris Baird, Investec
Andrew Hodgkin, J.P.Morgan Cazenove
Crispin Wright, N M Rothschild & Sons
Henry Phillips, Nomura
Tom Willett, RBS
Liam Beere, UBS
*Member of the Takeover Panel
Contact
William J Ferrari, Managing Director
william.ferrari@afme.eu
+44 (0)20 7743 9320