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2017 Summer review M&A legal and market 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.

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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