2016 Half-year in review: M&A legal developments

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

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