We set out below a number of interesting English and European court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications. Summaries feature below, and you can click where indicated to access more detailed analysis.
In this issue…
- Contractual provisions
- Specific performance of share option despite management veto discretion
- Discretion on fees chargeable under receivables finance agreement and penalties analysis
- Minorities' challenge to use of drag-along rights failed
- No express or implied duty to supply information under share SPA
- Notice of warranty claim invalid for failure to comply with notices clause
- Interpreting exclusion clauses between sophisticated parties
- Company law
- Proper purpose to inspect register of members
- Unanimous consent did not work at inquorate board meeting
- Parent's duty of care in relation to pollution caused by subsidiary
- Directors' breach of duty to exercise powers for proper purpose did not amount to unfair prejudice
- Cross-border mergers: effective date for merger by absorption
- Listed companies
- Adjusting the price of a mandatory bid and interpretation of article 5(4) Takeover Directive
- AIM Disciplinary Committee hearings: private the norm and no apparent bias
- Private censure and fine for breaches of the AIM Rules for Companies
- Inaccurate and misleading financial reporting
Click here to download PDF.
Tamsin Dow, a Professional Support Lawyer at White & Case, assisted in the development of this publication.
This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
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