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…
A number of cases have looked at common contractual provisions on M&A deals
- Warranty claim under share SPA – buyer’s knowledge and duty to mitigate
- Disapplication of time limit for notifying warranty claims for negligent non-disclosure
- Interpretation issues on equity commitment letter
- Claim for unjust enrichment under share SPA
- Fair value on compulsory share transfer under articles
- Exercise of contractual discretions under LLP agreements
- When basis of a claim becomes known to a party
There have been particular cases of interest on a number of company law issues
- Breaches of directors’ duties in context of requisitioned general meeting
- Allotment of shares by public companies for non-cash consideration
- Headcount test on scheme of arrangement where single registered shareholder
- Application of directors’ duty to avoid conflicts of interest to former directors
The following European decisions are of particular interest to listed companies
- High-level summary information on a website can constitute a public offer of bonds
- Institutional investors may claim damages for an inaccurate prospectus for a public offer of shares
A recent case has looked again at contractual duties of good faith and the relationship between contracting parties
- Breach of contractual duty of good faith by exclusion from management
Peter Wilson (Professional Support Lawyer, White & Case, London) co-authored this publication.
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