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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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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