“Although there are various ways of choosing the independent expert to carry out assignments governed by the AMF General Regulation, selection by tender has long been one of the possible methods, although it is not possible to estimate the proportion of these assignments that are put out to tender, or to say whether or not this method has really developed, due to the lack of summary information on the subject, since each expert may or may not have to respond to this type of selection.
The main other methods of selecting an independent appraiser are direct contact with the target company or prior selection by an adviser to the target company, or even in some cases to the bidder, bearing in mind that it is the company whose securities are the target of the public offer that is supposed to make the selection and not the bidder or its advisers.
The companies involved in a takeover bid generally have no experience in this area, and usually mandate their advisers or one of their advisers to organise the bidding process.
The members of the APEI have noted that a certain number of these invitations to tender are conducted in conditions that are deemed unsatisfactory or even unacceptable, both in terms of form and substance; for example, some organisers go so far as to conceive the invitation to tender as a means of obtaining a binding response from the expert on the price of the offer envisaged and/or to make the expert’s choice conditional on his fee proposal. This working group has been set up to try to improve these procedures for the comfort and protection of all participants, whether they are representatives of the company concerned, its advisers or the independent expert. The proposals set out in this document are intended as good practice, both for the expert and for the people with whom he comes into contact during invitations to tender, and can only bear fruit if all stakeholders commit to following virtuous practices.
When responding to invitations to tender, APEI member experts are reminded that they must comply with the articles of the Association’s code of ethics, which can be consulted on its website www.apei-experts.org.