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We held a ‘Bad Deal in the Boardroom’ event on 6 November 2014, in partnership with Charles Russell Speechlys LLP.

The event focused on a detailed case study entirely created by Charles Russell Speechlys: a premium listed company, ‘Meanswell plc’ is having an important board meeting following several difficulties such as poor results, the loss of a major client, increased costs, and a significant drop in the share price – all in the context of trying to do an acquisition. As the board meeting goes on, further unforeseen difficulties arise.

The events’ speakers contributed to developing the hypothetical scenario, either as ‘board members’ or ‘advisers’. The session was conducted by Chris Putt (Partner, Charles Russell Speechlys) who narrated the unfolding of the story and moderated the debate among the audience.

The ‘board’ of Meanswell plc was chaired by Michael Marx (Chief Executive Officer, Development Securities PLC) and composed of Charles Russell Speechly lawyers: Tom Shaw played the Finance Director, Andrew Collins the Non-Executive Director, Adam Carling was the Chief Executive, Jodie Dennis played General Counsel and Company Secretary.

The board faced different challenges through five scenes, in between which the course of action was paused to allow for comments from the advisers and the audience. The ‘advisers’ were Jeremy Ellis (Director, Investec) for Corporate Finance, Harry Chathli (Director, Luther Pendragon) who advised on Financial PR and Media and David Hicks (Partner, Charles Russell Speechlys) as Legal Adviser.

The first scene addressed a potential conflict of interest due to the NED’s additional position on the board of a company interested in the acquisition of a Meanswell’s subsidiary. The board’s approach to confidentiality and control of inside information was addressed in Scene 2, assessing which information might have to be announced to the market in the context of the potential sale of the company’s subsidiary and given a previous warning from the UKLA. In Scene 3, the board considered if it was able to discuss the potential sale with a major shareholder and in Scene 4 the board debates the request from the Chief Executive to exercise options or stop his trading plan due to personal financial problems. Finally, on the last scene, the Board considered if it could delay announcement of some bad news.

If you are interested in finding out more about the event, Charles Russell Speechlys has produced case study notes. Click here to download the notes (pdf)

The Quoted Companies Alliance regularly holds events in partnership with Charles Russell Speechlys for quoted companies on how to avoid negative boardroom situations. For more information about this or similar events, please email Samantha Green.

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