2017 Winter review: M&A legal and market developments

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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


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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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