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.
In this issue…
- Contractual provisions
- Interpretation of indemnity for consequences of regulatory claims
- Unenforceable penalty applying Supreme Court test in Cavendish Square v Makdessi
- Liability for information on website and applicability of disclaimers
- Obligation to use all reasonable endeavours to obtain senior debt facility enforceable but no good faith term implied
- Consequential loss: wide interpretation on construction of agreement
- Alleged oral contract
- Company law
- Employee share-splitting on a takeover scheme of arrangement
- Class composition for court meeting to approve a scheme of arrangement and honest intelligent assessment when shares unlisted
- Directors' duties, transactions at an undervalue and substantial property transactions with directors
- Effect of filing wrong articles of association and meaning of "subsidiary"
- Past effective date for cross-border merger by absorption of wholly-owned subsidiary
- UK parent did not owe duty of care in relation to operations and property of overseas subsidiaries abroad
- Listed companies
- When identification by name or synonym triggers third party rights for a person "identified" in an FCA Notice
- Mandatory takeover offer at below market price
- Flagrant and systemic dishonesty in dealing with Takeover Panel resulted in "cold shoulder"
- Redress scheme to compensate investors for market abuse
- Good faith
- No implied term of good faith regarding termination of distributorship agreement
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