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.
Contents
- 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
Click here to download PDF.
This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
© 2017 White & Case LLP