Dr Georgina Tsagas on corporate takeovers and the role of the board

Dr Georgina Tsagas, a Postdoctoral Associate at UCL Laws, will join a panel of renowned speakers at the Tomorrow’s Company Good Governance Forum on 26 June to discuss corporate takeover and the role and duties of the board. At the event, which will be hosted by the Institute of Directors in London, Georgina will join former Labour Secretary of State for Trade and Industry, Patricia Hewitt, Guy Walker, former Global Head of Stewardship and ESG Investment at Schroders, and Dr Roger Barker, Director of Governance at the Institute of Directors, to explore the issues that surround the role of the board in responding to takeovers and other merger and acquisition (M&A) activity, and help to clarify some of the conflicting opinions about the appropriate course of action.

The debate on the challenges faced by the board when confronted by a takeover has resurfaced with Pfizer’s attempted takeover of AstraZeneca in early 2014. Pfizer’s attempt for the British pharmaceutical company, Astra Zeneca, was abandoned in May after Pfizer’s final offer was rejected in the face of fierce opposition from UK politicians, scientists and the AstraZeneca boardroom. In light of this, the Forum will consider the crucial role of investors and, in particular, whether their duties and interests are aligned with those of the investee company – something that is particularly timely due to the publication of the Law Commission report on fiduciary duty in June.

Georgina’s current research involves a review and critical analysis of the 2011 changes to the City Code on Takeovers & Mergers following the Kraft/Cadbury takeover. She has devoted particular attention to one of the concerns brought forward by the political enquiry launched in 2010 into the framework regulating takeover bids, namely why contrary to their role, target directors tend to act more like ‘auctioneers’ selling to the highest bidder rather than ‘stewards’ looking after the company’s long-term interests. With reference to the Code, the Companies Act 2006 and the common law, Georgina will elaborate on the grey areas of law in relation to target directors’ duties and propose possible ways forward.