Skip Navigation


Capital Markets Law Journal Advance Access originally published online on February 25, 2009
Capital Markets Law Journal 2009 4(2):172-178; doi:10.1093/cmlj/kmp003
This Article
Right arrow Full Text
Right arrow Full Text (PDF)
Right arrow All Versions of this Article:
4/2/172    most recent
kmp003v1
Right arrow Alert me when this article is cited
Right arrow Alert me if a correction is posted
Services
Right arrow Email this article to a friend
Right arrow Related articles in Capital Markets Law Journal
Right arrow Similar articles in this journal
Right arrow Alert me to new issues of the journal
Right arrow Add to My Personal Archive
Right arrow Download to citation manager
Right arrowRequest Permissions
Google Scholar
Right arrow Articles by Siebens, T.
Right arrow Articles by Gambol, M.
Right arrow Search for Related Content
Social Bookmarking
Add to CiteULike   Add to Connotea   Add to Del.icio.us  
What's this?

© The Author (2009). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Who's hiding behind the hedges? Developments in the USA and UK may limit use of total return swaps to conceal equity stakes in public companies

Tom Siebens and Melissa Gambol*
*Tom Siebens (London, UK) and Melissa Gambol (New York, USA), Milbank, Tweed, Hadley & McCloy LLP.

The first 150 words of the full text of this article appear below.


Key points

  • The use of cash-settled total return swaps by activist investors to conceal stakes in public companies came under increased scrutiny in 2008 in the USA and Europe.
  • The article contrasts the case law approach in the USA, analysing the implications of CSX Corporation v The Children's Investment Fund Management LLP et al., and the regulatory approach in the UK and elsewhere in Europe.
  • The approaches may be different, but they all point to greater disclosure of equity derivative positions in shares of public companies.
  • The days of hiding behind the equity hedges are likely numbered.

 

The use of cash-settled total return equity swaps, or TRSs, by activist investors to conceal stakes in public companies has come under increasing scrutiny in the USA and the UK. Due to imminent rule changes and increased judicial scrutiny, activist investors and potential takeover bidders should prepare for changes to . . . [Full Text of this Article]


   1. In the USA, the CSX case puts investors on notice
 

   2. The UK Financial Services Authority's initiative for new disclosure rules regarding ‘contracts for difference’
 

   3. Advising clients
 

Add to CiteULike CiteULike   Add to Connotea Connotea   Add to Del.icio.us Del.icio.us    What's this?

Related articles in Capital Markets Law Journal:

CMLJ Express

Capital Markets Law Journal 2009 4: 131-132. [Extract] [Full Text]