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. Our January 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…
Contractual provisions
- Novation of SHA by conduct despite “no dealings” clause
- Effect of repudiatory breach on termination rights under SHA
- Penalty implications of default rate clause considered
- Valuation of leaver shares under articles of association
- No interim injunction where restrictive covenants in investment agreement void and unenforceable
- Implied terms on discontinuance of Libor
- Expert determination clause could be separable from underlying agreement
- Party could not rely on failed condition precedent caused by its own breach
- Monetary cap limiting liability imposed single cap applying to all claims and not multiple separate caps
Company law
- Personal claim of shareholder where directors allot shares for an improper purpose
- Register of members presumptive evidence as to who the company’s members were
- Enforceability of interim dividends and variation of articles by unanimous consent
Listed companies
- Tracker funds prevented from claiming regarding information published by an issuer
- Court enforces compensation rulings made by the Takeover Panel
Darius Lewington (White & Case, Senior Professional Support Lawyer, London) and Peter Wilson (White & Case, Professional Support Counsel, London) co-authored this publication.
White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.
This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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