2023 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. Our January 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

  • Conversion of preferred shares ineffective as variation or abrogation of class rights without class consent
  • Trigger of creditors' interests duty where solvency depends on successfully challenging a claim
  • Members' written resolutions not validly passed
  • Auditors' duty of care to buyer on share acquisition

Contractual provisions

  • Contractual interpretation of service charge provision in leases
  • Generic indemnity under business purchase agreement caught liability for negligence
  • Effect of sanctions on contractual payment obligations
  • No breach of warranty as to no MAC in target's prospects since last accounts date
  • Novation by conduct
  • Exclusion of liability for "anticipated profits" caught lost charges
  • Exclusion of liability for loss of profit caught non-performance or repudiatory breach

Good faith

  • No different rules of interpretation for relational agreements
  • No umbrella agreement in respect of services not contained in written agreements

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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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