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 Summer 2025 review examines these developments and provides practical guidance on their implications. The full report is available for download at the link at the bottom of this page.
In this issue…
Contractual Provisions
- Risk of liability for misrepresentation arising from draft disclosure letter
- Meaning of "public domain" exception to confidentiality undertaking in NDA
- Investment bank awarded US$2 million fee for work undertaken on a "handshake"
- Limitation period on mixed execution of deeds and duty of rationality
- No prohibition on double recovery as between deferred consideration and indemnity claims
- Notices clause in SPA applied to earn-out mechanics
- Presumption of third party enforcement rights where contract term purports to confer a benefit on a third party
- Statutory third party enforcement rights under Contracts (Rights of Third Parties) Act 1999 despite no benefit conferred
- Purported assignment ineffective as breached SPA
- Valuation of leaver shares under articles of association
- Exclusion of liability for "anticipated profits" caught lost charges
Company Law
- Power of directors to bind company on a transaction with a shareholder
- Purported forfeiture of shares ineffective
- Transactions for the purpose of putting assets beyond reach of creditors can catch assets not beneficially owned by a debtor
- Antiguan company law: no special notice needed to amend AGM resolution to replace board
- Validity of acts of sole directors of private companies with model articles
- Unfair prejudice must concern conduct of affairs or act or omission of company
- Duty to promote success and unfair prejudice on breach of SHA duty of good faith
Listed Companies
- Passive investors may pursue claims regarding information published by issuer
- FCA fines executive for failing to notify share trades and for trading during closed periods
Peter Wilson (Professional Support Counsel, White & Case, London) and Darius Lewington (Senior Professional Support Lawyer, White & Case, 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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