Public M&A EP39: Offering securities as consideration on a takeover

In this episode of our public M&A podcast series, we talk about share for share takeovers, or securities exchange offers. We look at the issues that need to be considered in the context of these deals under: • the new regime for offers of securities and prospectuses; • the Takeover Code; and • the UK Listing Rules. We also discuss whether we are likely to see more offers with share consideration in light of the new prospectus regime that came into force in January this year.

Sustainability pressures in banking are intensifying — even as ESG faces global pushback. In this episode, Heike Schmitz sits down with Ed Woolcock, Co‑Head of Energy Transition and Sustainability at Marsh Risk Consulting, to unpack why ESG‑related challenges continue to escalate across the banking sector. Drawing on insights from the Global Bank Review 2025, they explore how modern banks are navigating an operating environment defined by persistent complexity. From geopolitical fragmentation to rapid technological change and evolving workforce expectations, financial institutions increasingly find themselves at the centre of conflicting demands. A key theme of the discussion is how companies — and by extension, their banks — are being squeezed between diverging geopolitical priorities and mounting sustainability‑related risks. Ed and Heike examine the crucial role regulation may play in helping organisations manage these pressures, and why early recognition of sustainability‑driven risk trends is becoming a critical success factor for banks. The episode also connects to a wider article series produced by colleagues globally, which outlines why sustainability has shifted from a compliance exercise to a strategic imperative for banking operations. Read the full article: https://www.hsfkramer.com/insights/reports/2025/global-bank-review-2025/embedding-sustainability-into-banking-operations Read the Marsh report here: https://www.marsh.com/en/risks/climate-change-sustainability/insights/future-issb-sustainability-reporting.html Speakers: Heike Schmitz, Partner & Co Head of ESG EMEA at HSF Kramer Ed Woolcock, Co-Head Energy Transition & Sustainability of Marsh Risk Consulting

In this episode, we talk about a number of recent takeovers by way of scheme where the target shareholders have either voted the scheme down, or the vote has been very close. We also look at what parties can do if it looks like the vote will be close.

Workplace change is accelerating—and so are psychosocial risks. In this episode of Inside IR, Natalie Gaspar and Nerida Jessup explore how rapid organisational change is reshaping industrial relations, safety obligations and regulatory expectations, and what employers can do to better manage psychosocial risk. Note: Since filming, the NSW Parliament passed the Work Health and Safety Amendment (Digital Work Systems) Bill 2026. The Digital Work Systems Bill introduces new duties on persons conducting a business or undertaking to the WHS Act concerning the use of ‘digital work systems’ and provides for expanded rights for WHS permit holders accessing a workplace.

In this episode, we talk about a number of recent takeovers by way of scheme where the target shareholders have either voted the scheme down, or the vote has been very close. We also look at what parties can do if it looks like the vote will be close.

What makes a great lawyer in a cyber incident response? This is a key question that I explored during part 2 of our podcast with Professor Ciaran Martin, a world leading cyber thought leader. The questions challenged Ciaran but he answered it succinctly as “one do and one don’t”. The best incident leaders loosen control (the “do”), rather than tighten it (the “don't”). A damaging instinct in a crisis (often driven by impractical lawyering) is locking everything down and keeping help out for fear of liability. In practice, faster recovery usually comes from working openly with the broader cyber response community. Most people genuinely want to help. Here were my other favourite pieces of wisdom shared by Ciaran coming out of the discussion. 1. The “pyramid of liability” has inverted. When something goes wrong, we still reach for the easiest explanation – i.e. “someone clicked the link”. That’s comforting, but it misses the point. Most incidents are really about upstream failures — poor software design, weak procurement choices, and a lack of accountability for vendors and platforms. Blaming frontline users (including our corporates) just ignores the real source. 2. Transparency after an incident doesn’t destroy trust, but builds it. There’s a strong instinct (again, I'm sorry, but often driven by legal) to say as little as possible. But if you actually look at major incidents over time, the organisations that were sensibly open about what happened and what failed didn’t suffer lasting reputational or commercial damage. If anything, they earned goodwill — from regulators, peers and the broader ecosystem. The "what" are questions of fact and are often not protected by privilege anyway. 3. Cyber planning breaks down when it obsesses over data and ignores continuity. There are numerous examples in the healthcare space. Legal duties pushed decision‑makers to prioritise protecting data over keeping life‑saving services running. That’s a structural flaw. In some crises, loss of service is far more harmful than loss of data — yet our frameworks don’t always reflect that. 4. Along this line, operational outages are more dangerous than data breaches — and we’re not ready for them. When ports, airlines or hospitals go down, the economic and social impact is immediate and severe. These aren’t just “bigger data breaches”; they’re a different category of risk altogether. Australia hasn’t yet experienced one at scale, but when it does, the shock will be national. It's certainly my biggest fear. 5. Ransomware only works if we treat threats as credible. Data extortion relies on panic and amplification. Australia’s experience shows that when institutions, media and law enforcement refuse to play along — and don’t amplify stolen data — attackers lose leverage, even if data technically leaks. The economics of the cyber criminal model collapse surprisingly quickly. There’s loads more in the full podcast (~20 minutes). Definitely worth a save and watching or listening on your commute to/from work. This is cross examining Professor Ciaran Martin – Part 2. Here we go…

Toby Eggleston, Ryan Leslie and Jay Prasad discuss recent Australian tax developments: the ATO’s targeted consultation and planned updated guidance on the s128F public offer interest withholding tax exemption; anticipated ATO guidance (now indicated for early 2026) on back-to-back CGT rollovers and potential Part IVA risk; the Treasurer’s request for a Board of Tax review of thin capitalisation reforms; and evolving FIRB tax conditions. 00:10 Welcome to Tax Bites & today’s agenda 00:32 ATO consultation: Section 128F public offer IWT exemption (what’s changing) 02:06 128F in practice: private credit complexity & evidence you’ll need 03:53 Key takeaway: get 128F advice early before lender discussions 04:30 Back-to-back CGT rollovers: why the ATO is preparing guidance 05:04 Top-hat restructures, Bailador example & Part IVA risk focus 07:38 AusNet fallout, policy debate & Board of Tax review on rollovers 09:41 Board of Tax review: Thin cap reforms - scope, pain points, what may change 13:42 FIRB tax conditions: new tailored approach & the ATO tax questionnaire 16:30 Wrap-up: what we’re watching for in tax in 2026

In this edition of our banking litigation podcast, we consider some recent cases that will be most relevant to in-house lawyers at banks and financial institutions. This episode is hosted by John Corrie, a partner in our banking litigation team, who is joined by Ceri Morgan and special guest Jonah Oliver. Speakers: John Corrie (Partner), Ceri Morgan (Knowledge Counsel), Jonah Oliver (Associate). You can find out more about the cases covered in this podcast on our blog at the following links: High Court rejects attempt by Noteholders to remove and replace Trustee against wishes of Issuer https://www.hsfkramer.com/notes/bankinglitigation/2026-01/high-court-rejects-attempt-by-noteholders-to-remove-and-replace-trustee-against-wishes-of-issuer High Court finds UK broker did not breach contract by refusing to return funds to client subject to US sanctions https://www.hsfkramer.com/notes/bankinglitigation/2025-12/high-court-finds-uk-broker-did-not-breach-contract-by-refusing-to-return-funds-to-client-subject-to-us-sanctions High Court strikes out illegality defence premised on alleged breaches of US sanctions https://www.hsfkramer.com/notes/bankinglitigation/2026-01/high-court-strikes-out-illegality-defence-premised-on-alleged-breaches-of-us-sanctions High Court applies "scope of duty" principle to limit damages claimed for breach of so-called Quincecare duty https://www.hsfkramer.com/notes/bankinglitigation/2025-12/high-court-applies-scope-of-duty-principle-to-limit-damages-claimed Court of Appeal recognises "onerous clause doctrine" where terms are incorporated by reference https://www.hsfkramer.com/notes/bankinglitigation/2025-11/court-of-appeal-recognises-onerous-clause-doctrine-where-terms-are-incorporated-by-reference Supreme Court reshapes UK competition class actions landscape https://www.hsfkramer.com/notes/bankinglitigation/2025-12/supreme-court-reshapes-uk-competition-class-actions-landscape Government to legislate for enforceability of litigation funding agreements based on a share of damages https://www.hsfkramer.com/notes/bankinglitigation/2025-12/government-to-legislate-for-enforceability-of-litigation-funding-agreements-based-on-a-share-of-damages Banking Litigation Yearbook and broader Disputes Yearbook for 2025 https://www.hsfkramer.com/notes/bankinglitigation/2025-12/banking-litigation-yearbook-and-broader-disputes-yearbook-for-2025 2026 Global FSR Outlook: The Human Element | Herbert Smith Freehills Kramer | Global law firm https://www.hsfkramer.com/notes/bankinglitigation/2026-01/2026-global-fsr-outlook-the-human-element

In this episode, we are joined by Professor Ciaran Martin, one of the globe's leading cyber thought leaders. He is often called upon by Governments, Government agencies and the private sector alike. He is also currently taking a leading educational role, demystifying the cyber space. Ciaran was the former head of the National Cyber Security Centre in the UK and played a critical role supporting the Australian Government in the creation of the Cyber Security Strategy. Our discussion with Ciaran was so interesting that we have broken it into two. In this part 1, we talk about Ciaran's various roles and how he has become such an important voice in the cybersphere. We also talk about the impact of geopolitics on the cyber threat. We know you are going to enjoy this discussion. Here we go...

In this episode of Insurance Bites, Greig Anderson, Partner, and Sarah Irons, Knowledge Counsel, from the Insurance & Professional Risks team, look at key developments impacting policyholders and the risks they face in the coming months. Topics explored include cyber risks and AI, evolving liability exposures (including changes to product liability legislation, PFAS and what is new in climate change related litigation), developments relevant to D&O cover, Government proposals on captives and SME terrorism cover. Below you can find links to our blog posts on the developments and cases covered in this podcast: • HSF Kramer AI Tracker – Tracking AI law and policy globally https://www.hsfkramer.com/insights/reports/ai-tracker • UK government looks set to introduce ransomware payment ban and mandatory reporting https://www.hsfkramer.com/notes/cybersecurity/2025-posts/uk-government-looks-set-to-introduce-ransomware-payment-ban-and-mandatory-reporting • Major changes to UK Cyber Legislation: Cyber Security and Resilience Bill published in UK Parliament https://www.hsfkramer.com/notes/cybersecurity/2025-posts/major-changes-to-uk-cyber-legislation-cyber-security-and-resilience-bill-published-in-uk-parliament • UK Jurisdiction Taskforce consults on draft legal statement on liability for AI harms https://www.hsfkramer.com/notes/litigation/2026-01/uk-jurisdiction-taskforce-consults-on-draft-legal-statement-on-liability-for-ai-harms • UK Insurance Regulation: looking ahead to 2026 https://www.hsfkramer.com/notes/insurance/2026-posts/uk-insurance-regulation-looking-ahead-to-2026 • Modernising the redress system: Fair and reasonable changes? https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/modernising-the-redress-system-fair-and-reasonable-changes • Lliuya v. RWE – Landmark German ruling recognising potential liability in principle of a local emitter for climate change harms in a foreign jurisdiction https://www.hsfkramer.com/notes/esg/2025-posts/lliuya-v-rwe-landmark-german-ruling-recognising-potential-liability-in-principle-of-a-local-emitter-for-climate-change-harms-in-a-foreign-jurisdiction • Milieudefensie Takes Legal Action Against ING Over Climate Impact https://www.hsfkramer.com/notes/esg/2025-posts/milieudefensie-takes-legal-action-against-ing-over-climate-impact • High Court allows case to proceed against defendant companies domiciled in England despite claims having more real and substantial connection with Brazil https://www.hsfkramer.com/notes/litigation/2025-03/high-court-allows-case-to-proceed-against-defendant-companies-domiciled-in-england-despite-claims-having-more-real-and-substantial-connection-with-brazil • Preliminary update in case regarding Shell responsibility for legacy oil pollution in Nigeria https://www.hsfkramer.com/notes/esg/2025-posts/preliminary-update-in-case-regarding-shell-responsibility-for-legacy-oil-pollution-in-nigeria • FCA advances next steps on non-financial misconduct https://www.hsfkramer.com/notes/fsrandcorpcrime/2025-posts/fca-advances-next-steps-on-non-financial-misconduct • Capital markets – new UK prospectus regime in force from 19 January https://www.hsfkramer.com/notes/corporate/2026-posts/capital-markets-new-uk-prospectus-regime-in-force-from-19-january?utm_source=email&utm_medium=email&utm_campaign=vuture