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:
- 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
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
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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