We set out below a number of interesting English 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. The full report can be downloaded from the link at the bottom of this page.
In this issue…
There have been particular cases of interest on a number of company law issues:
- Parent company liability for activities of subsidiaries abroad
- Shareholder and director liability for unlawful distributions
- Directors' conflicts and declarations of interest
- Shareholders not misled by failure to disclose
- Class composition on scheme of arrangement
- Access to register of members denied
- Duties of directors of charitable company
- Consent of beneficial owner sufficient for unanimous consent
- Unanimous consent of beneficial owner and exceptions to unanimous shareholder consent principle
- Majority shareholder right to acquire minority shareholder's shares for "fair value"
A number of cases have looked at common contractual provisions on M&A deals:
- Adequate notice of tax covenant claim
- Expert determination on completion accounts valid
- Sellers successful in requiring payment of escrow funds
- Breach of environmental warranties and actionable misrepresentations
- Restrictive covenants in services agreement reasonable and not a restraint of trade
The following English court and FCA decisions are of particular interest to listed companies:
- Listed company not liable despite fraudulent misrepresentations in relation to a capital raising
- Compensation payments and censure for issuer's misleading announcement regarding preference shares
- FCA proposes to take action against listed company and directors for misleading announcements
Jade Jack (Knowledge Manager, White & Case, London) and Peter Wilson (Senior Professional Support Lawyer, White & Case, London) contributed to the development of 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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