2018 Half-year in review: M&A legal and market developments

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We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications. The Newsletter summarises each court decision or market development and highlights key lessons from each case, and you can click where indicated to access more detailed analysis.


  • Contractual provisions
    • Attempt to circumvent right of first refusal mechanism in SHA failed
    • Drag-along clause in shareholders' agreement triggered by arm's length sale and non-cash consideration allowed
    • Trigger of bad leaver provisions meant part of sale proceeds repayable and dishonest assistance to breach of fiduciary duty
    • Majority not precluded from petitioning for unfair prejudice due to reserved matters in investment agreement
    • Non-reliance statement on its own failed reasonableness test
    • Entire agreement clause in SPA failed to exclude liability for misrepresentation
  • Company law
    • De facto and shadow directors and no dishonest assistance or unlawful means conspiracy
    • Conditional cross-border merger approved by the court
    • Reverse cross-border merger did not qualify as a merger by absorption of a wholly-owned subsidiary
    • Court sanctioned proposed merger to allow UK plc to become an SE on the basis no abuse of law
    • Two schemes of arrangement with separate purposes need not be treated as one composite scheme
  • Listed companies
    • Public and private censures and three companies fined for breaches of the AIM Rules
    • Public censure and fine for breaches of the disclosure requirements of the AIM Rules in relation to payment obligations under an exclusivity agreement


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