2023 Summer 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 Summer 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

  • Refusal to allow derivative action to proceed for challenging climate change risk management strategy
  • Conversion of preferred shares ineffective as variation of class rights without class consent
  • Court could direct administrators to give consent on behalf of company to UK Companies Act restructuring plan proposed by creditor
  • Director of parent company was also de facto director of subsidiary
  • Date of actual distribution of interim dividend
  • Substantial property transactions with directors

Contractual provisions

  • Breach of warranty as to no MAC in target's prospects since last accounts date
  • Failure of buyer’s claim against insurers for breach of warranty as to no MAC in trading position since last accounts date
  • Warranty claim under SPA precluded for invalid notice of claim
  • Impact of "no dealings" clause on purported informal novation
  • Formalities for valid attestation of English law deed executed by multiple individuals
  • No binding email contract where key terms still to be agreed

Listed companies

  • FCA fines issuers for misleading prospectuses, circular and announcements
  • FCA fines issuer, CEO and CFO for misleading trading update
  • FCA cancels issuer's listing for persistent failures over 18 months

Good faith

  • Power to expel LLP member and duty of utmost good faith


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