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 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…
Contractual provisions
- Interaction between indemnity and warranty claims, details in warranty notice and scope of notices clause in SPA
- Breaches of warranty and sellers' awareness
- Non-compete covenant caught advancing loans and providing assistance and advice
- Third party rights subject to jurisdiction clause
- Interpretation of call option under SHA
- Specific performance of share SPA and right of first refusal agreement
- No general doctrine of deemed fulfilment of condition precedent on party's own breach
- Effect of loss-sharing clause and guarantee under joint venture agreement
- Agreement concluded by email against backdrop of WhatsApp communications
- Implied term as to reasonable price
- Effect of repudiatory breach on termination rights under SHA
Company law
- Interaction between directors' duties and shareholders' unanimous consent
- Transfer of company's sole share in breach of fiduciary duty
- High Court allows access to register of members for purpose of making "mini-tender offer"
- Shareholders entitled to relief where company fails to circulate written resolution
Listed companies
- CEO and CFO liable for misleading trading update
- Takeover Panel Hearings Committee Chair upholds Executive ruling that no mandatory offer required
Good Faith
- Breach of express duty of good faith but no loss
- Anti-embarrassment, alleged breach of undertaking and duties of good faith
Darius Lewington (White & Case, Senior Professional Support Lawyer, London) and Peter Wilson (White & Case, Professional Support Counsel, London) co-authored this publication.
White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.
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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