Related Party Transactions on the London Stock Exchange: What Works and What Does Not

53 Pages Posted: 1 Feb 2022

See all articles by Paul L. Davies

Paul L. Davies

University of Oxford - Faculty of Law; European Corporate Governance Institute (ECGI)

Date Written: January 30, 2022

Abstract

The rules governing companies listed on the Main Market of the London Stock Exchange and its Alternative Investment Market fill an important gap in the general law regulating related party transactions (RPT). The regulatory techniques used by in these “Exchange rules” are principally disclosure to the market at the time of the transaction and, in a more limited range of cases under the Main Market rules, prior approval of the transaction by a majority of the uninvolved shareholders.

This article investigates the outcomes of these rules by analysing the RPT announcements made by companies on these two markets over a twelve-month period beginning in June 2019. These announcements related to nearly 500 RPT. The article concludes that neither mechanism works at an optimum level. The Main Market shareholder approval requirements catch only a small number of companies, predominantly outside the FTSE 350. The disclosure rules omit an important element in the information the market needs, namely the company’s analysis why the transaction is considered fair. In cases where there is an operative shareholder approval requirement (from whatever source), then the need to obtain shareholder approval is likely to force revelation of the company’s fairness analysis, but this driver does not operate across the majority of RPT. The article makes some suggestions for simple reforms to address these defects.

An edited version of this article will appear in the Business Law Review, volume 43, 2022, published by Kluwer Law International.

Keywords: Related party transactions, London Stock Exchange, disclosure to the market, shareholder approval, authority to issue shares, pre-emption, independent directors, fairness certification

JEL Classification: K22

Suggested Citation

Davies, Paul L., Related Party Transactions on the London Stock Exchange: What Works and What Does Not (January 30, 2022). European Corporate Governance Institute - Law Working Paper No. 624/2022, Available at SSRN: https://ssrn.com/abstract=4022486 or http://dx.doi.org/10.2139/ssrn.4022486

Paul L. Davies (Contact Author)

University of Oxford - Faculty of Law ( email )

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