The Deal: U.K. Lawmakers Urge Curb on Hedge Fund Takeovers
By Laura Board
LONDON (TheStreet) -- A committee of U.K. lawmakers Thursday, July 25, revived the debate about limiting the voting power of hedge funds during takeovers and called on the government to study merger policies in comparable jurisdictions amid skepticism about the benefits of M&A.
The Business Select Committee issued its recommendations in response to a year-old report by economist John Kay on how to combat "short termism" in the City. That report was commissioned in the wake of frustration about the-then Kraft Foods' (KRFT) controversial 11.9 billion euro ($18.2 billion) purchase of Cadbury in February 2010, which was facilitated by the arrival of hedge funds on the storied confectioner's share register.
The decision to commission the Kay report also reflected wider disquiet about the rash of overseas takeovers of British companies in recent years and the ensuing impact on tax revenues and jobs. Thursday's report was the work of a committee of lawmakers chaired by Labor MP Adrian Bailey.The lawmakers recommended that Business Secretary Vince Cable revisit the idea of introducing differential voting rights between short-term and long-term shareholders to restrict the role of hedge funds and arbitrageurs in bid outcomes. Though government members and regulators have previously dismissed the idea as unworkable, the committee said Cable told them "that his instinct was to go back and consider introducing differential votes." "We recommend that the Department produces a feasibility study which clearly outlines the risks and benefits of introducing a policy that differentiates between shareholders and voting rights based on the length of time a share has been held," the lawmakers said. Like Kay, the lawmakers Thursday stopped short of advocating any curbs specifically directed at foreign buyers, as did Business Secretary Cable when he responded to the Kay report last November. British law gives governments limited scope to intervene in mergers and the state has shied away from stretching the definitions of "public interest" and "national security" to facilitate meddling. "We recommend that the Government conducts and publishes an assessment of the takeover regimes of other similar economies with a view to learning about the impact that takeovers have had on their companies and economies," the lawmakers went on to say. "Furthermore, it should summarize which positive elements may be incorporated into our domestic system to strengthen our economy and ensure that takeovers benefit, rather than damage our economy."
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