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. 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…
Company law
- Breach of duty to promote success where a director covertly pursues their own strategy contrary to the board's decisions
- Breach of directors' duties where an individual director acts against a transaction behind the board's back for personal purposes
- Failure of shareholder claims despite breaches of statutory pre-emption rules
- Claim for unpaid share subscription time-barred
- Reviewable transactions at an undervalue: meaning of "transaction"
- Creditors' interests duty may be triggered by either balance sheet or cash flow insolvency
- Claim in deceit can succeed despite claimant being unaware of the underlying representation
- Equitable compensation for breach of fiduciary duty and valuation of loss
Contractual provisions
- Breach of seller's obligation to notify pre-completion changes, related warranty breaches and scope of seller limitations
- Failure of fraudulent breach of warranty claims in SPA dispute
- Equity term sheet binding despite being subject to definitive agreement and warranties actionable as representations
- Contractual interpretation and application of the natural and ordinary meaning of words
- Execution of deeds by UK companies and limits of the statutory presumption of due execution
- Manifest error in expert determinations
- Default interest provisions and the penalty doctrine
- Restitutionary claims for M&A advisory fees where a written agreement governs the relationship
- Anti-avoidance provisions in adviser engagement letters and entitlement to success fees
Listed companies
- FCA fine for announcement of inaccurate financial results and inadequate controls
- ECJ decision on when information ceases to be inside information
- ECJ decision on insider lists and disclosure of inside information
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.
© 2026 White & Case LLP
