BDO has become the first firm to be publicly shamed for failings in its advice when it acted as a sponsor of a listed company.
The Financial Services Authority (FSA) censured BDO's corporate finance arm for trying to avoid classifying a 2009 deal involving the buyout of the unlisted Germany property group Puma Brandenburg by its client Shore Capital as a reverse takeover – something that could have led to the temporary suspension of Shore's shares, unless the UK Listing Authority (UKLA) decided that there was enough public information about the transaction.
The FSA said that instead of checking with the UKLA in advance of the announcement, BDO "agreed with Shore Capital from the outset that it would delay contacting the UKLA until after the announcement". The firm also attempted to avoid classifying the deal as a reverse takeover "despite recognising at the time that this strategy was highly unlikely to succeed".
"Sponsors provide important protections for investors and the market under the listing regime. They are entrusted to provide sound and expert guidance to issuers on their obligations and are relied upon to be open with the UKLA," the UKLA head of department, Marc Teasdale, said. "BDO failed in its responsibilities as a sponsor on this transaction are we are sending a clear message with this public censure about the importance we attach to the sponsor role."
BDO and the former partner in charge of the firm's team – who has since left for unrelated reasons – accepted the FSA decision. The head of BDO's advisory services, Gervase MacGregor, said the firm had made changes.
"Under new leadership, BDO's corporate finance practice has implemented changes to strengthen its systems and controls in relation to sponsor work, as the FSA has acknowledged," he explained.