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 review looks at these developments and gives practical guidance on their implications. Summaries feature below, and you can click where indicated to access more detailed analysis.
- Contractual provisions
- Interpretation of SPA: Restrictive covenants, further assurance, treatment of successors and third party rights
- When warranties also amount to representations
- Bad leaver provisions were not unenforceable penalties
- Effect of "no variation" clauses
- Company law
- Unlawful dividends, directors' duties, transactions to defraud creditors and solvency statements
- Restrictions on when the Companies (Cross-Border Mergers) Regulations 2007 apply
- Merger by absorption to form Societas Europaea could involve shell company
- Listed companies
- Restitution of money paid under an unexecuted contract for insider dealing
- Failure of systems and controls in providing sponsor services
- Shareholder may waive the right to vote at a scheme meeting
- Cancellation scheme connected to a takeover permitted as within legislated exemption
- Publication of documents on a website under the Takeover Code
- Good faith
- No right to repudiate contract for anticipatory breach but not on basis of duty of good faith
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