2022 Half-year in review – M&A legal and market developments

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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… 

Company law

  • Existence and content of creditors’ interests duty and trigger point
  • Conduct that was unfair but not prejudicial and interaction with directors' "proper purpose"
  • Administrators validly appointed by sole director where unamended private company model articles applied
  • Headcount test for scheme of arrangement where nominee shareholders
  • Shareholder liable to pay up in cash for subscriber shares in public company
  • Interested shareholders could vote to remove liquidators
  • Director not personally liable in respect of negligent corporate conduct

Contractual provisions

  • Valid notice of warranty claim under Share SPA
  • Temporary COVID-19 restrictions did not trigger force majeure clause
  • Informal novation not prohibited
  • Test for common mistake

Listed companies

  • FCA fines Chair for unlawful disclosure of information to major shareholders
  • FCA censures issuer and fines CEO and FDs for misleading announcements

Good faith

  • No 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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