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. The full report can be downloaded from the link at the bottom of this page.
In this issue…
A number of cases have looked at common contractual provisions on M&A deals:
- First English court interpretation of disproportionate effect carve‑out exception to a Material Adverse Effect clause
- Tax covenant claim barred for inadequate notice of claim
- Interpretation of seller limitation in relation to claims for lost goodwill
- Interpretation of tax gross-up clause in SPA
- Contractual requirement not to unreasonably withhold consent
- Restraint of trade doctrine did not apply to services agreement in connection with a restructuring and joint venture
- Interpretation of formula consisting of narrative and two worked examples
There have been particular cases of interest on a range of company law issues:
- COVID-19 driven modifications to scheme of arrangement after shareholder approval
- Single class on scheme of arrangement despite different contractual arrangements
- Statutory requirements met for scheme of arrangement despite alleged lack of notice of beneficial owners
- Shareholders’ unanimous consent by beneficial owner could grant ostensible authority
The following FCA and LSE decisions are of particular interest to listed companies:
- Compensation scheme and censure for issuer publishing false financial results
- Prohibition and censure for executive regarding misleading AIM admission documentation and accounts
- Issuer fined for inadequate procedures, resources and controls regarding financial information
A recent case has looked again at contractual duties of good faith and the relationship between contracting parties:
- Breach of express duty of good faith in shareholders’ agreement
Peter Wilson (Professional Support Lawyer, White & Case, London) contributed to the development of this article.
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