17 SEPTEMBER 1994, Page 29

Poisson d'Or Savoyard

I FEAR the worst for Foss and Harbottle, Giles Shepard's learned goldfish, now that he is not at the Savoy to protect them. A friend claims to have seen them in the Grill on Wednesday, served en colere. Only the other day I was consulting them upon the law of trust. Suppose (I asked Foss) that a company — as it might be, an hotel group — had two classes of share, one with 20 times as many votes as the other. And sup- pose that some trusts owned enough of the high-voting shares to give them the keys to the company. These shares would com- mand a premium? Quite so, said Foss. Then suppose (I went on) that another group of shareholders approached the trusts, offering them the prospect of a high- er dividend if they would cede control. What would be the trustees' duty? No doubt at all, said Foss — it would be to secure for the trusts and their beneficiaries the greatest possible total return. If the trusts ceded control and handed the keys over, what would happen to the premium? It would vanish, said Foss. And what would that do to the total return? Put a minus sign in front of it, said Foss. And where would that leave the trustees? In the cart, said Foss. So what ought they to do? Break off the negotiations and take some more legal advice, said Foss — this one isn't over, it will run and run and I expect it to outlast my time, what do you think, Harbottle? Harbottle, through a mouthful of ants' eggs, concurred.