2022 Summer review: M&A legal and market developments

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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…

Contractual Provisions

A number of cases have looked at common contractual provisions on M&A deals:

  • Interpretation of pre-emption procedure under articles of association
  • Impact of articles on quorum requirements at board meetings where sole director
  • Force majeure clause did not require party to accept non-contractual performance
  • Buyer breached SPA earn-out clause but no earn-out due
  • Whether variations clause permitted oral modifications
  • Directors' duties in entering into new loan to repay indebtedness and interaction with SHA

Company Law

There have been particular cases of interest on a number of company law issues:

  • Interaction between 'ultra vires' doctrine, directors' duties and knowledge of company
  • Court sanctioned scheme of Bermudian company designed to amend SHA
  • No class issues on scheme of arrangement after consideration of members with particular issues
  • Duties of non-executive director of private company
  • Director liability for breach of financial promotion rules

Listed Companies

The following decisions are of particular interest to listed companies:

  • Directors liable for misstatements and omissions in an issuer's published information
  • Information regarding an article reporting a market rumour can be inside information
  • Issuer fined in relation to bonuses paid to executive directors

Peter Wilson (Professional Support Lawyer, White & Case, London) co-authored this publication.

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