By Evarist Baimu Nyaga Mawalla - Home

On the morning of 25 November 1986 Datafin and Prudential- Bache soughtleave from Hodgson J. to apply for judicial review of the panel’s decision and forconsequential relief. The judge refused the application without giving reasons, whilstindicating that in his view the court had no jurisdiction.The application was renewed to this court that afternoon and we began the hearing atonce. In the course of the argument we decided to give leave and further determined tohear the substantive application ourselves. We gave leave because the issue as tojurisdiction seemed to us to be arguable and of some public importance and we retainedscission of the matter with a view to saving time in a situation of considerable urgency.It will be seen that there are three principal issues, viz; (a) Are the decisions of thepanel susceptible to judicial review? “This is the jurisdiction” issue(b) If so how inprinciple is that jurisdiction to be exercised given the nature of the panels activities andthe fact that it is an essential part of the machinery of a market in which time is money ina very real sense:? This might be described as the practical” issue (c) If the jurisdictionalissue is answered favourably to the applicants is this a case in which relief should begranted and if so in what form?As the new Norton Opax ordinary shares have been admitted to the Official StockExchange List and so can be traded subject to allotment any doubt as to the outcome ofthe present proceedings could effect the price at which these shares are or could be tradedand thus the rights of those entitled to trade in them.Accordingly we thought it right to announce at the end of the argument that theapplication for judicial reaching this conclusion by considering the three issues in theorder in which I have set them out.The jurisdictional issueAs I have said, the panel is a truly remarkable body, performing its functionwithout visible means of legal support. But the operative word is “visible” althoughperhaps I should have used the word “direct.” Invisible or indirect support there is inabundance. Not only is a breach of the code, so found by the panel, ipso facto an act ofmisconduct by a member of the Stock Exchange, and the same may be true of otherbodies represented on the panel, but the admission of shares to the Official List may bewithheld in the event of such a breach.This is interesting and significant for listing of securities is a statutory function performedby the Stock Exchange in pursuance of the Stock Exchange (Listing) Regulations 1984(S.L.1984 No 716), enacted in implementation of E.E.C. directive. And the matter doesnot stop there, because in December 1983 the Department of Trade and Industry made astatement explaining why the Licensed Dealers (Conduct of Business) Rules 1983 (S.I1983 No.585) contained no detailed provisions about take-overs. It said;“There are now no detailed provisions in these statutory rules about take-overs and thefollowing paragraphs set out the provisions as regards public companies and private159