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.

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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White & Case M&A Legal and Market Developments Review

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