Speaker: Spencer Summerfield (Travers Smith)
Chair: Felix Steffek (University of Cambridge)
Abstract: This seminar will focus on the (in)ability of a bidder to withdraw from a takeover offer in reliance on a material adverse change clause, using the recent example of Brigadier's offer for Moss Bros, which was affected by the COVID-19 pandemic. This will cover a reminder of the relevant Takeover Code provisions and Practice Statements, the key factors at play (materiality, foreseeability and conduct of the bidder) and lessons learned. In addition, the seminar will take a closer look at post-offer undertakings. This will cover a reminder of the relevant rules on post-offer undertakings, examples of high-profile bidders having to make post-offer undertakings and the impact of the incoming National Security and Investment Bill.
Bio: Spencer Summerfield trained at Travers Smith and became a partner in 1997. He became Head of Corporate in 2013 having been Head of Corporate Finance since 2003. Spencer has a broad corporate practice but his principal area of work is UK and international corporate finance, including mergers, acquisitions and disposals, flotations and underwritings, corporate joint ventures and general corporate advice. He is listed as a leading individual M&A in both Chambers & Partners and Legal 500, where he is described as “incredibly knowledgeable” and an “impressive operator”. His clients include a number of large quoted and private companies, based in the UK and overseas, as well as a number of infrastructure funds.
3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.