Public M&A EP33: The return of the bear hug

Talking Shop EP19: Global M&A trends in the consumer sector by Herbert Smith Freehills Podcasts

In our first episode of The Third Wheel for 2025, Tim Stutt, Anna Coroneo and Suzannah Hewson explore the key themes and latest trends in climate and sustainability reporting both globally and in Australia. They offer practical advice for companies preparing for new regulatory requirements and conducting climate reporting readiness initiatives, including gaps analysis, data management, and stakeholder engagement. They also explore broader ESG issues, such as integrating ESG into risk management and procurement processes, and the future of nature-related reporting.

In this edition of our banking litigation podcast, we discuss and debate 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 Ariel Wiebe. You can also listen on Apple, Spotify, Buzzsprout and SoundCloud, and find links to our blog posts on the cases covered in this podcast below: • Court of Appeal confirms that dishonesty is essential ingredient in half-secret commission claims https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/court-of-appeal-confirms-that-dishonesty-is-essential-ingredient-in-half-secret-commission-claims • High Court confirms 5,800 motor finance claimants can use omnibus claim forms and do not need to issue separate claim forms https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-motor-finance-claimants-can-use-omnibus-claim-forms-and-do-not-need-to-issue-separate-claim-forms • High Court confirms no novel "retrieval" duty owed by receiving banks to non-customers https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-no-novel-retrieval-duty-owed-by-receiving-banks-to-non-customers • High Court rules in favour of APP fraud victims in "derivative" action against PSP for breach of so-called Quincecare duty https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-04/high-court-rules-in-favour-of-app-fraud-victims-in-derivative-action-against-psp-for-breach-of-so-called-quincecare-duty • Banking litigation podcast episode 51: Quincecare special – March 2025 https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/Banking-litigation-podcast-episode-51--Quincecare-special-%E2%80%93-March-2025 • High Court finds Letter of Comfort creates binding guarantee and Ralli Bros principle not engaged where foreign illegality arises from failure to seek regulatory permission https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/high-court-confirms-letter-of-comfort-created-binding-guarantee-ralli-bros-principle • Asymmetric jurisdiction clauses: CJEU finds jurisdiction clause in favour of EU courts may be valid despite giving one party greater choice https://www.herbertsmithfreehills.com/notes/litigation/2025-03/Asymmetric-jurisdiction-clauses--CJEU-finds-jurisdiction-clause-in-favour-of-EU-courts-may-be-valid-despite-giving-one-party-greater-choice- • Hedging: where is the dividing line? https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-04/Hedging--where-is-the-dividing-line- • Biannual Banking Litigation Update (Spring 2024) https://www.herbertsmithfreehills.com/notes/bankinglitigation/2025-03/bi-annual-banking-litigation-update-spring-2025 Don't forget to subscribe to the banking litigation blog. https://hsfnotes.com/bankinglitigation/subscribe/

As part of Government's relentless drive to grow the economy, regulators have been challenged on how they can support the growth agenda. In Episode 5 of the FSR Brief, Jon Ford and Michael Tan are joined by Jenny Stainsby and Tim Parkes to discuss how this is playing out in Financial Services, and how regulators are responding. At the same time as going "God on Growth", the FCA has fired up the debate about where the balance should lie between consumer protection and risk taking, and where the "sweet spot" lies between over and under regulating.

In this episode of the Herbert Smith Freehills Tax Podcast, partner Toby Eggleston and consulting Professor Graham Cooper discuss recent tax policy announcements from both major political parties in light of the upcoming election. They focus on measures affecting large businesses, small businesses, and individuals and on unenacted measures and the implications of these policies for businesses and taxpayers. also touch on the impact of global tax trends, specifically the OECD’s pillar one and pillar two frameworks. 00:10 Introduction and Welcome 00:37 Election Cycle Updates 01:50 Tax Proposals for Individuals 08:49 Tax Proposals for Small Businesses 15:15 Venture Capital and Fuel Excise 18:01 Unenacted Measures and Future Proposals 28:47 Conclusion and Final Thoughts

In this Easter edition of the public law podcast, Jasveer Randhawa is joined by HSF partners Nusrat Zar and James Wood. Together, they discuss the application and availability of public law in a contractual context. They then delve into the cases of Sarcp and Clifford to consider the duty to consult and the Gunning principles. To conclude, they explore approaches to the extension of Convention rights and reflect on public law courts' willingness to carry out and safeguard their role in cases ranging from environmental protection to unfairness relating to policy changes. Don’t forget to subscribe to the channel to receive updates on future episodes: https://soundcloud.com/herbert-smith-freehills Speakers: Jasveer Randhawa (Knowledge Counsel), Nusrat Zar (Partner), and James Wood (Partner). You can find out more about the cases covered in this podcast on our blog at the following links: Court of Appeal finds contractual dispute resolution process amenable to judicial review https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/Court-of-Appeal-finds-contractual-dispute-resolution-process-amenable-to-judicial-review- How (not) to consult: consultation and the Gunning principles in operation https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/how-not-to-consult-consultation-and-the-gunning-principles-in-operation No interest here: High Court refuses to extend extraterritorial scope of the European Convention on Human Rights https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/no-interest-here-high-court-refuses-to-extend-extraterritorial-scope-of-the-european-convention-on-human-rights European Court of Human Rights finds first violation of Convention rights based on climate change https://www.herbertsmithfreehills.com/notes/publiclaw/2024-04/european-court-of-human-rights-finds-first-violation-of-convention-rights-based-on-climate-change European Court of Human Rights finds state failure to deal with decades of large scale pollution breaches right to life https://www.herbertsmithfreehills.com/notes/publiclaw/2025-posts/European-Court-of-Human-Rights-finds-state-failure-to-deal-with-decades-of--large-scale-pollution-breaches-right-to-life

Reforms to the ‘tipping off’ offence under section 123 of the Australian Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) came into force from the 31st of March. The revised offence differs significantly from the former regime and will have significant implications for the day-to-day practices of many Australian businesses. In this episode, HSF Partners Bryony Adams and Alice Molan, and Senior Associate Daniel Hyde, outline how the revised offence differs from the former, discuss key themes emerging from AUSTRAC’s recently released guidance, and provide some thoughts on what the reforms might mean for reporting entities and others.

In this episode, we cross examine Mark Rigotti, Managing Director and Chief Executive Officer of the Australian Institute of Company Directors (AICD), technically the largest director institute in the world with 53,000 members. Mark has had a remarkable career, including as Global CEO at Herbert Smith Freehills for two terms over 2014-2020 (based in London). He was also Chair of the firm's Global Executive, Chair of the Global Diversity & Inclusion Group and a Member of the HSF Global Partnership Council. Prior to becoming the Global CEO of HSF, he led a number of practice groups including the Banking and Finance Group as well as the Corporate Group. In this podcast we go deep into cyber governance, we look at the role of the AICD, the challenges faced by the board before / during an incident, how you measure risk for your businesses and make risk based decisions. We also take a closer look at trust at the board table – both between directors and between management. I had to ask Mark about the role of the lawyer in cyber…his observations are spot on. Thanks again for listening. This is Cross Examining Mark Rigotti, CEO of the AICD. Here we go…

In this episode we discuss "bear hugs", that is where a potential bidder for a target goes public about its possible offer without the target board's consent and appeals directly to the target's shareholders. We talk about: • why a bear hug might be used by a bidder; • where we have seen them used in recent months; and • why we are seeing more of them.

Join our experts as they discuss how to approach legal professional privilege in the context of collaboration platforms such as Microsoft Teams, Slack and WhatsApp, particularly in light of possible requirements to produce documents to regulators, discovery obligations and other litigation processes.