TC Principle 1 and MAR 1716 Jun 2025 13:20
In the UK, Takeover Code General Principle 1 states that all shareholders of the same class should be treated equally and have equivalent information in takeover situations.
In takeover situations, this can be problematic because:
1.Insiders and bidders may be negotiating or preparing offers while having superior NAV knowledge (whilst at the same time, companies have a duty under MAR 17 to avoid this situation)
2.The above ca suppress open market price discovery and artificially depress the current share price.
3. Minority shareholders are thus at risk of, selling too cheaply, being diluted unfairly or losing fair participation in takeover premiums.
In short, this is a problematic area. Information asymmetry for small shareholders should be avoided. Information asymmetry in a possible corporate transaction context means: insiders and potential acquirers may be transacting (or planning transactions) based on materially superior knowledge of true NAV, while ordinary shareholders are deprived of this same information due to lack of MAR-compliant disclosure.