Investigation into the Flotation of Mirror Group Newspapers Plc, 1992

Terms of Reference: Appointed by Secretary of State for Trade and Industry as Inspectors under sections 432 and 442 of the Companies Act 1985 to investigate the affairs of Mirror Group Newspapers (and to have particular regard to its flotation on the London Stock Market) and also to investigate the membership of the company for the purpose of determining those persons interested in its success or failure.

Chair: Sir Roger Thomas
 
Panel Members: Raymond Turner

Dates:

Establishment: 8 June 1992
Hearings: No hearings as such – interviews were used instead

Report: Information Memorandum published in 1995; final report published on 5 March 2001

Description of the events which caused the public concern:

Shares in Mirror Group Newspapers (“MGN”) were offered to the public and listed on the London Stock Exchange in April/May 1991. Within seven months of that flotation, MGN had to seek the support of its bankers in the light of unusual payments which had been made from the company and the use that had been made of its pension funds.

Litigation:

Re An inquiry into Mirror Group Newspapers plc [2000] Ch 194
Criminal and civil proceedings against Kevin Maxwell, Ian Maxwell and Mr Trachtenberg.

Summary of report’s recommendations:

Detailed conclusions and recommendations under the following headings:

Conclusions

  • What was appreciated about Robert Maxwell and the pension funds by the beginning of 1991;
  • Whether MGN was suitable for listing;
  • What had changed at MGN after flotation;
  • How the market in Maxwell Communication Corporation and MGN shares operated;

Recommendations:

  • Pensions;
  • The public offering of securities;
  • Regulation within the UK;
  • The securities markets;
  • The audit and regulation of company empires;
  • Auditors, independence and the detection of fraud;
  • Corporate governance of listed companies: chairmen, directors and non-executive directors; and
  • Technical matters.