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2018 Summer review: M&A legal and market developments

We set out in the attached 2018 Summer Review Newsletter a number of interesting English and Scottish 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 in the Newsletter, and you can click where indicated to access more detailed analysis.


  • Contractual provisions
    • A number of cases have looked at common contractual provisions on M&A deals
    • “No oral variation” clause binding
    • Notices of claim: satisfying contractual requirements
    • Contractual interpretation and valid termination of licence agreement on disclosure in breach of confidentiality clause
    • Rectification of SPA and disclosure letter for common mistake
  • Company law
    • There have been some particular cases of interest on a range of company law issues
    • No arguable case that parent company owed duty of care in relation to operations of subsidiaries abroad
    • Invalid solvency statement for private company reduction of capital and directors’ breach of duty
    • Directors’ duties and creditors’ interests duty
    • Cross-border merger rules applied and no artificial device
  • Listed companies
    • Two rulings by the court and the FCA respectively are of particular interest to listed companies
    • Order to make mandatory offer at below market price
    • FCA fine for failing to inform market of inside information
  • Good faith
    • A recent case has looked again at contractual duties of good faith and the relationship between contracting parties
    • Breach of implied duty of good faith in oral joint venture agreement


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