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 Summer 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
- Carve-out from limitation clause for fraudulent misrepresentation did not catch fraudulent breach of contract
- Buy-side W&I insurance policy successfully excluded losses claimed
- Investment bank not entitled to receive commission on public capital raising by Indian bank
- Force majeure clause did not require a party to accept non-contractual performance
- Impact of execution by an individual’s attorney on validity of legal assignment
- Notice of warranty claim valid irrespective of basis of calculation of loss
- Time limit for commencing proceedings on warranty claim and interaction with earn-out process
- Prohibition on assignment did not prevent transfer by operation of law
Company law
- Directors liable for fraudulent trading and breach of duty to promote success
- Different treatment of sanctioned shareholder did not fracture class on scheme of arrangement
- Court has jurisdiction to approve extension of long-stop date on scheme of arrangement
- Enhanced premium payable to convertible loan noteholders did not fracture class on scheme of arrangement
- Amendment of articles of association by conduct and failure to notify refusal to register share transfer
- Unanimous consent needed to include beneficial owner
- Unfair prejudice on breach of duty under SHA to work in good faith towards an exit
- No unfair prejudice to the extent exit mechanism in SHA was followed
- Alleged breach of directors’ statutory duties on conflicts of interest not suitable for summary judgment
Listed companies
- Permission refused to challenge FCA’s decision to approve a prospectus
- FCA censures issuer for false or misleading announcements and financial reports
- Takeover Panel orders directors to pay compensation for concealing controlling interest (MWB Group Holdings plc)
Good Faith
- No relational agreement between competitors giving rise to duty of good faith
- Breach of contract and fiduciary duty for exploiting new business opportunity
Peter Wilson and Darius Lewington (Professional Support Lawyer, White & Case, 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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