The Securities Law Framework: A Fly in the Ointment of Activists?

September 28, 2023

Cleary Gottlieb partner Marijke Spooren and associates Ruben Foriers and Jean-Sébastien Rombouts have co-authored the chapter, “The Securities Law Framework: A Fly in the Ointment of Activists?,” which was published in the book, Shareholder Activism in Belgium – Boon or Curse for Sustainable Value Creation? by Larcier-Intersentia.

In this contribution, the authors discuss the securities law angle of activism. First, they focus on transparency rules that require activists to put their cards on the table about their investment in the issuer as well as on tools available to issuers to map out their shareholder base. Next, they look at the Market Abuse Regulation and the possible qualification of an activist approach as inside information and consequences thereof. In addition, they discuss how the prohibitions on insider dealing and market manipulation may play out in an activist context. Finally, they take a closer look at the possibility for like-minded activists to work together as a wolf pack and whether this could possibly qualify as a “concert action” with significant ripple effects.

To read the chapter, click here (subscription required).