Mini-tender Offers: Protection for Shareholders

Lord Davies of Brixton Excerpts

Wednesday 15th July 2026 Lords Chamber

[Lord Stockwood (Lab)]

The noble Baroness raises important points. There are two distinct answers to the question. On access to data, the courts have declared that a regulated entity, which any financial promotion has to go through, has to approve that offer and say whether it is for proper business or proper promotion. What we are talking about is an assessment of whether the offer is appropriate, which would be an assessment made by the FCA itself. Companies can apply to the courts to refuse access where they believe that the use of that data is not for a proper purpose. That is what happened in this case. Whether access should be granted is ultimately a matter for the courts. Shareholder registers and the ability to access them are also important for the issuers of those shares. Whether it is for a proper use has to be approved by a regulated entity.

As to whether it is below market price, we have to be careful about what a fair assessment of a market price is, depending on the liquidity of that asset. We need to assess this case to see whether it is an outlier or something specific to our market details, but I believe it is correct for the courts to decide whether it is for a proper commercial purpose.

[Lord Davies of Brixton (Lab)]

To broaden the issue slightly to investors getting advice from AI apps, such as Gemini, ChatGPT and Claude, do these apps owe the client consumer duty?