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2019 Half-year in review: M&A legal and market developments

We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these developments and gives practical guidance on their implications. The Newsletter summarises each court decision or market development and highlights key lessons from each case, 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, including: 

  • Rectification of contracts for common mistake
  • Automatically generated name in email was a valid electronic signature
  • Invalid notice of tax covenant claims
  • Implied term of SPA that seller entitled to disclosure of full auditors' report on tax overprovisions

Company law

There have been some particular cases of interest on a range of company law issues, specifically: 

  • Corporate attribution in relation to fraudulent conduct
  • Directors did not owe fiduciary duties on an MBO
  • Limits on directors' ostensible authority but buyer put on enquiry
  • Court sanctioned scheme of arrangement rejecting shareholder opposition on class meetings and fairness
  • Validity of court meeting on scheme of arrangement despite failure to give notice to some shareholders
  • Chair of meeting could not refuse to put forward resolutions at requisitioned meeting once called
  • Chair of requisitioned meeting entitled to refuse to allow meeting to proceed where prior issue to be tried
  • Distributions: interim accounts, creditors' interests duty and putting assets beyond the reach of creditors

Listed companies

A number of rulings of the Hearings Committee of the Takeover Panel, the English courts, the FCA and the LSE are of particular interest to listed companies, including: 

  • Cold-shouldering of Mr David Cunningham King
  • CREST shareholders may claim for losses resulting from information published by an issuer
  • FCA fines issuer, CEO and FD for failing to announce inside information
  • Issuer fined for failing to disclose the indictment of a director

Good faith

A recent case has looked again at contractual duties of good faith and the relationship between contracting parties: 

  • Call notice under SHA enforced but no breach of good faith nor unfair prejudice

 

Click here to download '2019 Half-year in review: M&A legal and market developments' PDF.

 

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White & Case M&A Legal and Market Developments Review

 

Jade Jack (White & Case, Knowledge Manager, London) and Peter Wilson (White & Case, Professional Support Lawyer, London) contributed to the development of this publication.

This publication is provided for your convenience and does not constitute legal advice. This publication is protected by copyright.
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