10 Bidders, victims and lawmakers

Takeovers are the jam on the bread and butter of normal investment business. When Company A bids for Company B, it will almost always be at a price above that which Company B commands in the market on its own merits. Therefore there are instant profits for shareholders of Company B. Moreover, the market professionals have a strong vested interest in takeovers. They generate high share-dealing volumes, and activity is the lifeblood of brokers and marketmakers. They generate big fees for the investment banks who advise the companies involved in the takeover. And there are spin-off benefits for the accountants, solicitors and other professionals drawn into the affair. The City has a strong vested interest in a high level of takeover activity and there will be fierce resistance to efforts to curb it.

By and large the ‘Anglo-Saxon’ economies (which are deemed to include Britain, the United States, Canada and Australia) operate a stockmarket-based system for settling questions of industrial control. In other words, one company may attempt to gain control of another via the stockmarket, with or without the victim company’s consent, by appealing direct to the victim’s shareholders – anybody is entitled, on payment of a small charge, to access to a shareholder list. Weak or badly managed companies, so the theory goes, will thus be taken over by stronger and better managed concerns. Many other countries have traditionally operated rather different systems, where mergers were usually arranged between the companies themselves or by their dominant shareholders. In Japan and Germany, for example, hostile takeover bids were virtually unknown. But the end of the 1990s saw an explosion of takeover activity, much of it across national borders, as industries regrouped into larger and more international units. In the process the market-based system of deciding who should control companies was gaining ground.

The clash of cultures was seen very clearly in November 1999 in the world’s biggest takeover bid up to that date: the £77 billion unsolicited offer from British mobile phone group Vodafone AirTouch for German group Mannesmann. Not only did Mannesmann cry ‘foul’ but the German chancellor himself weighed in, suggesting that hostile bids destroyed the culture of the target company which, in Germany, included worker representation on the board. It was entertaining to see one of the main proponents of the European single market rejecting so strongly the disciplines of the marketplace.

Not only did the end of the millennium see a very high level of takeover activity, there were also changes in the air on the policing of takeover activity: the European Union was imposing minimum standards of takeover practice in its member states. Britain, with long-established self-regulatory procedures in this area, hoped to avoid any weakening of its own codes (see below).

Who benefits from takeovers?

In the press, takeover activity is covered at several levels. There are the takeover tips: ‘buy shares in XYZ Holdings; a predator is sniffing round’. There are the blow-by-blow accounts of disputed takeovers which can occupy many column-inches week after week. And there are the occasional more thoughtful pieces questioning whether frenetic takeover activity harms Britain’s economy and dissecting some of the less desirable tactics employed. Much of this is self-explanatory, but a little background is needed.

Take the last point first. Takeover activity tends to go in waves and often reaches its peak when share prices are also close to their peak after a prolonged bull market, as was the case towards the end of the millennium. At these times takeover considerations can almost totally dominate stockmarket thinking as a form of collective fever takes hold. Everybody is looking for the next takeover victim, buying its shares and forcing prices up. The process becomes self-fuelling. Financial journalists catch the fever like everybody else. Remember this when reading the financial pages: some of the comment on share prices loses all contact with fundamental values that are based on dividends and earning capacity.

As we have seen, a common justification for takeovers is that they increase industrial efficiency. Sleepy companies are gobbled up by more actively managed predators which can get better returns from the victim company’s assets. In some cases this may be true. But there is little if any consistent evidence that takeovers improve industrial and commercial performance in the long term. And in pure stockmarket terms, the shareholders in the company that is bid for are usually shown to have come better out of the affair than the shareholders of the bidder when subsequent performance is monitored. Takeovers may, however, suit the biggest owners of British companies: the insurance companies and pension funds. Finding it difficult to exert positive influence to improve management in the companies they invest in, they may welcome a takeover approach from an actively managed company that will do the job for them. The other side of this coin is that the management of major British businesses is often settled by nothing more than the relative levels of two different share prices in the market on a particular date.

Opposition to excessive takeover activity that sometimes finds its echo in the financial pages homes in on other arguments. The threat of takeover induces short-sighted attitudes in company managements. They will not undertake long-term investment if the cost threatens to depress profits before the benefits appear. Depressed profits depress the share price and make the company vulnerable to takeover. Institutional investment managers, too, are being forced to take a short-term view of their performance: short-termism. If they are judged over a three-month period on the performance of the investments they manage, they will be inclined to back a takeover which shows them short-term profits.

How accounting blurred the issues

Finally, there are criticisms of the way that the outcome of takeovers has been presented in accounting terms in the past. The profits of the combined group were often presented in an unduly rosy light after the takeover. This was frequently achieved under the system of acquisition accounting by making large provisions at the time of the takeover to cover reorganization costs and even future trading losses of the company acquired. Effectively, these provisions were treated as a deduction from the value of the assets acquired. Company A paid £50m for Company B, which had £30m of net assets. Company A then made provisions of £10m to cover reorganization costs and future trading losses, reducing the net value of the assets acquired to £20m. Since Company A had paid £50m for net assets of £20m, it had paid £30m for goodwill which it immediately wrote off against reserves under the accounting practice of the day. The £10m provisions never affected Company A’s profit and loss account and, by using up the provisions, it could present Company B as making a contribution to profits from day one. The reality may have been that it was loss-making at this point.

Accounting’s standard-setting body, the Accounting Standards Board, was concerned by these abuses and two recent accounting standards – FRS 6 and FRS 7 – have gone a fair way towards eliminating them. Now, if Company A wants to make provisions against reorganization costs in Company B, these provisions have to go through the profit and loss account of the combined group after the takeover. And provisions against future trading losses are now ruled out entirely. Thus, published profits of the combined group are reduced by the amount of the provisions and the outcome of the takeover is presented in a more realistic light. Moreover, the method of accounting for acquired goodwill has changed. Instead of being written off against reserves it is now taken onto the balance sheet of the combined group and may have to be depreciated each year in the same way as tangible assets (see Chapter 5). This change, too, may present the group’s profits in the years after the takeover in a less flattering light and brings British accounting closer in line with practice in the United States.

The new standards also greatly restrict the use of another way of accounting for takeovers – merger accounting – which sometimes presented an unrealistic view, too. Note that except in this context the word merger does not normally have a precise technical meaning (see below).

Takeover mechanics

Takeovers in Britain are fought within the framework of formal rules, rather like the moves of medieval combat. As with most rules, frequent revisions of the detail are needed as new techniques emerge. We will come to the more important ones later, but the point to grasp at the outset when reading of any takeover is that a form of corporate democracy prevails. Company A gains control of Company B by persuading the holders of at least 50.01 per cent of the Company B votes to sell to it or accept its offer. If it already owns some shares in Company B it may require fewer votes to take it to the magic control point. Most companies have a one-vote-per-ordinary-share capital structure, so in practice Company A usually has to secure just over 50 per cent of the Company B shares.

Within this general rule there are numerous permutations. The first thing to look for in the press report is whether the bid is agreed, defended or contested.

• The directors of Companies A and B may have met and decided that a merger is in the interest of both parties. In this case the bid for Company B will be agreed, though this is not a guarantee that it will succeed. The shareholders, not the directors, have the ultimate word. An agreed bid between two companies is often referred to as a merger.

• Company A may announce that it is bidding for Company B and the Company B directors may decide to try to fight off the bid. In this case it is defended or contested. It is certainly hostile.

• Two or more companies may bid at about the same time for Company B, which perhaps does not want to be taken over by either of them, or might back the bid from Company C against that from Company A. This will be a contested bid. A company at the receiving end of an unwelcome bid often searches for a white knight: an alternative bidder that would be acceptable to it and might keep it out of Company A’s clutches.

While the directors of a company that is bid for have a duty to act in the best interests of their shareholders, it would be unrealistic to suppose that they always entirely ignore their own interests. A bidder who would allow them to keep their jobs after the takeover might have greater appeal than one who would want to substitute its own management. On the other hand, directors who are ousted after a takeover frequently walk away with very large cash sums – golden handshakes – in compensation for early termination of their employment contracts (see Chapter 12).

Form of the offer

When Company A bids for Company B, it has several options. It can make a:

Cash offer. In this case it simply offers a certain amount in cash for each Company B share. Shareholders in Company B who decide to accept have no further interest in the combined group. But acceptance counts in much the same way as if they had sold their shares for cash in the stockmarket, and they may be liable to Capital Gains Tax on profits.

Paper offer. Company A offers to swap its own shares in a certain proportion for those of Company B. This will also be referred to as a share exchange offer. Company A might offer three of its own shares for every five of Company B. If the Company A shares stand at 360p in the stockmarket, this puts a value of 216p on each Company B share. Sometimes a bid will provide a mix of cash and paper.

In a paper offer, instead of offering its own shares Company A might offer to swap some other form of security for the Company B shares. It might offer 216p nominal of Company A 6 per cent convertible loan stock for each Company B share, again valuing them at 216p if the convertible is worth its nominal value (there can be heated arguments on this point). Or it might offer a mix of convertible and shares, or a choice between the two. When the bid terms become very complex, involving rare and wonderful forms of security, these securities are sometimes referred to as funny money (see glossary). When a company issues massive quantities of its shares in a succession of takeovers, the press sometimes talks in terms of a paperchase or makes references to wallpaper.

In the case of a paper offer from Company A for Company B, acceptance by Company B shareholders does not count as a disposal of their shares for tax purposes. But they may be liable for tax if they subsequently realize profits from the sale of the Company A securities they had received in exchange.

Note that with any share offer, the value of Company As shares in the stockmarket determines the value of the offer for each share in Company B, and therefore the chances of the bid succeeding. Company A thus has every incentive to keep its own share price up, and its friends and associates may help its chances by buying its shares to support the price (see below).

In a paper offer, the bidder will often establish a floor value for its bid by arranging underwriting for the shares it offers. Take the share exchange offer we looked at earlier. Company A offers three of its own shares for every five in Company B. With Company A at 360p Company B shares are valued by the offer at 216p. But Company A arranges with institutions that they will agree to buy any new shares it offers at, say, 340p cash if the recipients want to sell or perhaps it offers a 340p cash alternative from its own resources. So a shareholder in Company B who accepts the Company A offer knows he can take 340p in cash per company A share, which gives an underwritten cash value for the bid of 204p per Company B share (340p multipled by three equals l,020p for five Company B shares or 204p for one share). Of course, if the Company A share price stays high after the bid, he would do better if he wants cash by taking the new Company A shares and selling them in the stockmarket.

Market purchases

So far we have assumed that a takeover simply involves an approach by Company A to the shareholders of Company B outside the stockmarket. But in many cases Company A will use the stockmarket as well. It will perhaps build up a stake in Company B by buying shares in the stockmarket before it makes a formal offer. Or, once an offer has been made, it will increase its chances of success by buying the shares of Company B in the market – the shares it acquires via market purchases can then be lumped together with acceptances by Company B shareholders to reach the magic control figure.

But there are rules governing market purchases in the course of a bid (see below), and Company A has to be careful. By buying in the market it may force up the Company B share price, which can make it more difficult or more expensive to gain control.

Rules of the game

Takeovers in Britain have been policed for more than three decades by the Panel on Takeovers and Mergers (the Takeover Panel) which applies the City Code on Takeovers and Mergers (the Takeover Code). The Takeover Panel has always been a non-statutory body with the main City institutions represented on its board, though it now has the backing of the Financial Services Authority and thus a new range of sanctions if it requires them. It has generally been one of the best examples of self-regulation at work. With a full-time executive, it can give quick judgements on contentious points arising in a takeover, and these are generally respected by the parties involved. In the more legalistic atmosphere which has evolved since the Big Bang there is perhaps a greater tendency for the contestants to bring their lawyers with them to discussions with the Panel, but there have been few legal challenges to Takeover Panel decisions. Certain aspects of takeovers are also governed directly or indirectly by the Companies Acts.

Most other European Union members have in the past had a far less developed system for policing takeovers and the EU’s 13th Company Law Directive seeks to impose rules that would have to be implemented in all member states. Originally proposed as a detailed directive, it has evolved in the direction of a somewhat bland framework for regulating takeover behaviour and thus looks like imposing a low common denominator. This is partly because most EU members have put their own takeover legislation in place during the Directive’s gestation period. Nonetheless, once the Directive passes into law Britain would have to put its own takeover policing arrangements onto a statutory basis. The hope is that this could be achieved by legislation that simply devolves the responsibility onto a non-governmental body – i.e. the Takeover Panel. This would allow the present flexibility to be maintained while continuing to impose tougher standards than the Directive demands. However, there were fears that if an ultimate right of appeal to the FSA was built into the arrangement, the present speed of decision-making might be impaired in some cases.

The Takeover Code has been expanded over the years to incorporate points raised by specific cases which have a general application. You do not have to understand all its ramifications to follow a press report of a takeover. But the rules can play an important part in some of the big contested bids and a general understanding of the principles, which are relatively simple, is useful.

Underlying the Takeover Panel’s approach is the principle that all shareholders should be treated equally when one company tries to gain control of another. This is a counsel of perfection, but at least some of the worst abuses have been eliminated. In the bad old days of the jungle, before the Panel existed, one company might pay a high price for a controlling interest in another company, but make no offer to the remaining minority shareholders, who were left out in the cold. Those closest to the market would have the best chance of knowing what was going on and selling at the higher price. Therefore, much of the rulebook is concerned with preventing control from changing hands until all shareholders can see what is happening.

The trigger points

When a company acquires shares in another, it may come up against trigger points which affect its subsequent actions.

A company which builds up a stake of 30 per cent in another is obliged to make a bid for all the shares in the target company unless specifically exempted by the Panel. This is because 30 per cent is pushing close to effective control: it is difficult for anyone else to bid successfully when one party has a stake of this size. So a mandatory bid normally follows acquisition of a 30 per cent stake. You will often see in the press that one company has built up a stake of 29.9 per cent in another: just below the level that triggers a bid.

When Company A builds up a stake of 30 per cent in Company B, the price it offers the remaining shareholders must usually be at least as high as the highest price it paid over the previous year. If, in the course of the bid, it buys Company B shares at a price above the bid value, it will have to increase the bid. In a voluntary bid, if the bidder acquires (or has acquired) 10 per cent or more of the voting rights during the previous 12 months, the offer will have to include a cash alternative at the highest price paid over the 12 months. In a voluntary bid where this 10 per cent has not been acquired, the bid must be on terms at least as favourable as the highest price paid over the previous three months.

There are also provisions designed to limit the speed with which Company A can acquire shares in the market before it has announced a firm intention to make an offer. With some exceptions, it is not allowed to buy more than 10 per cent of the voting rights of its victim in a seven-day period if this would result in its holding more than 15 per cent of the votes in total. When a company goes over a 15 per cent holding in another company, it must notify the stock exchange and the company concerned. These rules give the directors of Company B a breathing space in which to advise their shareholders on whether or not to sell (and if not, why not), and allow smaller shareholders as well as professional investors who are close to the market to decide whether to take advantage of the price the predator is paying. A dawn raid is when a company swoops on the stockmarket to buy a stake of up to 15 per cent in another company in double-quick time. Another means of acquiring a sizeable holding quickly, though it is less common, is to invite shareholders to tender shares for sale, up to the maximum required.

Conditions to be met

Takeover bids are conditional upon a number of factors. In other words, the bid may lapse unless the conditions are met. The most important conditions are those regarding acceptances. Normally the offer will lapse unless the bidder gets over 50 per cent of the victim. Between 50 and 90 per cent it has the option of letting the bid lapse or declaring it unconditional – except in a mandatory bid, where the offer must go unconditional at 50 per cent. Above 90 per cent the bid has to become unconditional. The Companies Acts allow the bidder to acquire any remaining shares compulsorily when it already has over 90 per cent of the shares it bid for.

The other required condition built into a takeover is that the bidder must withdraw if the bid is referred to the Competition Commission (formerly the Monopolies and Mergers Commission) or the European Union competition authorities. If called on to do so, the Competition Commission will investigate a proposed takeover and may report against it, usually on the grounds that it would seriously diminish competition. Whatever its finding, its researches normally hold up a takeover for more than six months, and few potential predators are prepared to wait. The Office of Fair Trading recommends whether a particular bid should be referred to the Competition Commission, though the Industry Secretary has the last say. Policy in this area is not always wholly clear.

There are also important trigger points for disclosure of shareholdings in another company (most of these apply outside takeovers as well). Any person or company acquiring 3 per cent or more of another company (this trigger point used to be 5 per cent) must declare the holding to the company. You will often see references in the press to the fact that one company has acquired over 3 per cent of another, perhaps presented by the writer as a prelude to a possible bid. Following the Guinness affair (see below), the Takeover Panel tightened its rules to require disclosure of transactions which resulted in a stake as small as one per cent in the parties to a bid or which resulted in changes to stakes of over one per cent, once the bid had been announced.

Sometimes in the past, when Company A wanted to prepare the ground for a bid for Company B, it would persuade its friends, Companies C and D, to buy Company B shares, effectively warehousing them on its behalf. Nowadays, Companies A, C and D would be held to be acting in concert (or would constitute a concert party) and their shareholdings would be lumped together for the purposes of the various disclosure and trigger points. In practice it may be difficult to prove that parties are acting in concert, particularly when the beneficial owners of shareholdings are obscured behind overseas nominee names. Such activities might also be criminal insider trading.

Share price support

We have seen why it is vital for the bidder to maintain its own share price if it is offering shares. But there are limits – in theory at least – on what can be done by way of support.

First, all associates of the bidder must declare their dealings in the shares of either party. The most common forms of associate are the investment bank advisers and funds under their control.

Second, any buyer – even if he is not an associate – will have to declare his holdings if they pass one of the trigger points for disclosure.

Third, the company itself must not support its own share price with company money. This revolves on a Companies Act provision that companies may not, except with the permission of their shareholders and in very closely defined circumstances, give financial assistance for the purchase of their own shares. It was the main point at issue in the Guinness scandal (see below).

Again, the practice may diverge some way from the theory. In the course of a bid, friends of Company A may try to help by buying shares in Company A to boost its price and selling those in Company B to depress it. The friends could include friendly institutions and are often referred to as a fan club. Whether or not the help is given in the expectation of future favours (in which case the company might be deemed to be giving financial assistance for the purchase of its own shares) is often difficult to establish.

In the United States arbitrageurs or arbs made a business of acquiring large share stakes in takeover situations in the boom days of the 1980s. Sometimes they would simply gain by buying shares in the victim and selling at a profit. Less legitimately, it was suspected that some offered their services to support or depress a particular share price to aid or frustrate takeover ambitions. Though they have never been so active in Britain, they cropped up frequently in accounts of the Guinness affair (see below).

The bid timetable

To prevent bids from dragging on interminably, there is an established bid timetable. The Takeover Panel sets a time limit of 60 days for an offer or series of offers from the same party to remain on the table, starting from the day the formal documents go out. If the bidder cannot gain control within this time, he has to wait a year before making another attempt. However, if a second or subsequent competitive bidder emerges, it in turn has 60 days and its deadline also becomes the deadline for the first bidder.

A takeover often starts with a sustained rise in the price of the victim company’s shares. Yet, for all the insider dealing penalties, it is by no means always the case that a bid remains unheralded until it is declared. However, legitimate buying by the prospective bidder could account for the movement, while some forthcoming bids are not too difficult for the market to spot in advance.

Then Company A announces to the stock exchange and to the press that it is bidding for Company B, usually giving the terms. Company B, if it resists, will usually rush out a statement describing the bid as inadequate and wholly unacceptable, and telling its shareholders to stay firm.

Some time later Company A posts its formal offer document to Company B shareholders, giving details of itself and of the offer and – with a paper offer – stressing its own management strengths, the (possibly dubious) industrial logic of the offer and the advantages of acceptance. Company B studies the offer and comes out with a formal defence document, knocking down the Company A arguments and extolling its own virtues, usually with the help of profit and dividend forecasts and, possibly, asset revaluations.

Salvoes of this kind may be fired by both parties several times during the course of the affair. The more important ones are reported in the press. By the first closing date of the offer, Company A must decide – if it does not already have control – whether simply to keep the offer open in the hope of further acceptances, raise the bid if it clearly needs to offer more or let it lapse if it does not fancy its chances of winning. If it lapses, any acceptances that have been received become void. Offers may be raised several times during the affair. Alternative bidders may appear at any point to complicate the decisions. Throughout, Company A and any competitive bidders may be buying Company B shares in the market and friends or associates of all the parties may be supporting the price of their respective protégés (such actions, as we have seen, are generally subject to public disclosure). But by the final closing date the bidder must announce that the offer is unconditional as to acceptances – the bid goes through if the other conditions are met – or allow it to lapse.

Throughout the offer period the price of Company B’s shares in the stockmarket will give some indication of the expected outcome. If it lags just a little behind the value of the latest bid it can mean that the bid is expected to succeed. If it jumps ahead, the market is probably expecting a higher offer, though it could just possibly be that Company B has justified a higher price for its shares on their own merits.

The United States scene

The takeover scene is considerably rougher – as to the tactics permitted and employed – in the United States than in Britain. The Takeover Panel has been effective in preventing widespread use in the UK of some of the more questionable American techniques, of which greenmail – a form of corporate blackmail – is a prime example. A company builds up a large stake in a potential takeover candidate. It threatens to bid or sell the stake to another prospective bidder unless the target company buys the stake from it at an inflated price – possible, because of the greater freedom to buy their own shares enjoyed by American companies.

The poison pill bid defence is another American tactic which has also cropped up only in its milder forms in the UK. The target company builds in a tripwire to make itself less attractive to a bidder. It might, say, create a new class of stock which becomes automatically redeemable at a high price in the event of a successful takeover.

Geared or leveraged takeovers have also been less common in the UK where the bidder was a UK company, though the idea enjoyed some popularity in the late 1980s and leveraged bids to take public companies private (a public-to-private deal) have resurfaced in the later 1990s. In the typical leveraged takeover a bid is made using a high proportion of borrowed money. The resultant company is very highly geared and forced to concentrate on short-term profitability to meet the interest charges (see Chapter 11). Sometimes these bids involve borrowing money by the issue of junk bonds – bonds that offer a high rate of interest but that would not normally count as being of investment quality because they are issued in large quantity by relatively insubstantial companies.

We have already seen how the arbs took positions in takeover stocks in the late 1980s. But a series of high-profile arrests and court cases in the United States subsequently suggested that their success was based more on insider dealing – acting on confidential information, often unlawfully purchased – than on successful prediction, and their activities were consequently curbed.

Leverage and level playing fields

Cross-frontier takeovers are usually for cash; in the past, shares have rarely been a widely accepted currency outside their country of origin, though this might change with the global integration of financial markets. Thus, British companies have made major acquisitions for cash in the United States, and most large overseas bids for British companies are for cash. British companies at the receiving end of hostile takeovers from overseas have frequently complained about lack of reciprocity and the lack of a level playing field: the predator companies may be protected from hostile takeovers in their country of origin, though perhaps more by patterns of shareholdings and by local custom and practice than by specific legislation.

Overseas bids for British companies are frequently highly leveraged and a trend towards bids made with borrowed money was reinforced domestically by the growth in management buy-outs and management buy-ins (see Chapter 11), some of which were aimed at stockmarket-listed companies in the late 1980s and again in the later 1990s. There has often been no shortage of cash from the banks to back management teams dissatisfied with the share price performance of their company, or somebody else’s company, who reckoned they could do better by buying it and taking it private (a public-to-private deal). If the company was listed, this involved making a takeover offer to its existing shareholders.

However, several high-profile leveraged acquisitions of this kind in the 1980s – including the takeover of the Magnet joinery and kitchens business and the Gateway supermarket group – went badly wrong and extensive capital reconstructions were required. The climate was therefore a lot less conducive to this kind of leveraged operation in the earlier 1990s – even had market conditions been right – though buyouts of private companies retained their popularity. By the late 1990s much of this caution had gone to the winds and the prices offered to buy listed companies and take them private were again often looking excessively high.

The Guinness affair

No review of takeovers is complete without a glance at the cause célèbre that filled so many column-inches of the financial press from late 1986 and is still frequently referred to today: the £2.6 billion Guinness bid for whisky giant Distillers in 1986.

Drinks group Guinness was competing with the Argyll supermarket business to take over Distillers, which backed the Guinness offer. The Guinness offer was mainly in shares and its value – and therefore Guinness’s chances of beating Argyll – depended heavily on the Guinness share price. Having been below 300p in January 1986, the Guinness share price staged a remarkable rise to over 350p at one point. The value of the Guinness offer surpassed that of Argyll’s offer and Guinness won the day.

The revelations which followed the appointment of Department of Trade inspectors to investigate Guinness’s affairs at the beginning of December 1986 made it clear that there had been a massive support operation to boost the Guinness share price. More serious were the allegations that Guinness had used its own money in one way or another to recompense those who bought its shares on a large scale and boosted the price: by paying them fees, by making large cash deposits with them or by guaranteeing to cover any losses they might suffer on the shares. Resignations and sackings – at Guinness itself and at its then investment bank advisers, Morgan Grenfell – preceded the DoT inspectors’ findings. Criminal charges against some of the main players followed later and three of them served sentences in Ford open prison.

The Guinness affair provided a field day for the financial press and – taken with allegations of insider trading elsewhere in the City – considerable embarrassment for a government which had been selling the benefits of stockmarket investment to the public. There have been fewer major dramas in the takeover field since, and public cynicism about City and business affairs has anyway found a new focus: the spiralling pay and perks in British boardrooms.

Internet pointers

News of current takeovers and mergers features strongly on all of the sites providing market reports and financial news (see Chapter 23), and the Financial Times site at www.ft.com/ is a good starting point. Analysis of recent mergers and acquisition activity (M&A) is available from a number of sources, including accountants KPMG at www.kpmg.co.uk/ (look for the ‘Dealwatch’ surveys).