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.
Contents
- 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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