In this last episode of the series, the Corporate Crime and Investigations team considers the application of the Failure to Prevent Fraud offence to complex group structures including in relation to parent companies and their subsidiaries (whether incorporated in the UK or overseas).

Susannah Cogman, Eamon McCarthy-Keen, and Clara Browne examine several important issues in this episode such as: (i) how the offence applies to corporate group structures; (ii) the potential liability of a parent company for the activities of its subsidiaries and their employees, including where the employee is a 'senior manager'; (iii) the application of the offence to global companies; and (iv) conduct across borders. They also provide insight into the steps that businesses should take to prepare for the imminent implementation of the Failure to Prevent Fraud offence at a group and individual subsidiary level.

You can find links to further background reading relevant to the episode below:

1. Summary table regarding parent-subsidiary liability
2. HSF Kramer FTPF Briefing
3. The Economic Crime and Corporate Transparency Act 2023
4. Home Office Guidance
5. UK Finance Guidance

This episode brings together our CCI and contentious regulatory teams to consider the impact of the Failure to Prevent Fraud offence on financial institutions. Jon Ford, Elizabeth Head and Ally Fitzgerald explore the risk areas that financial institutions may be exposed to as well as why financial institutions may be at an increased risk of enforcement in comparison to other organisations. They also provide insight into the steps that the HSF Kramer team have seen financial institutions take to prepare themselves for the September implementation date.

Please also see our blogpost for further discussion of this topic, and this briefing for an overview of the new offence of Failure to Prevent Fraud.

In this episode, we talk about Practice Statement 35, which the UK Takeover Panel published recently, on profit forecasts, synergy statements (referred to in the Takeover Code as quantified financial benefits statements or QFBSs) and connected investment research.

Areas we discuss include:

• the regime in the Takeover Code for profit forecasts;
• how the rules apply where a target has unequivocally rejected an approach;
• the Panel Executive's approach to reports on synergy statements where a deal leaks;
• its approach where a target provides a profit forecast to a bidder as part of the due diligence exercise;
• when a forward-looking statement will be an aspirational target;
• how the regime applies to profit forecasts for financial periods which end more than 15 months in the future; and
• when the Executive may grant a dispensation from the rules that apply when a connected firm publishes investment research.