News & Analysis as of

Share Purchase Agreements

Mayer Brown

Notice provisions should not become a "technical minefield" says the English Court of Appeal

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In the English Court of Appeal's judgment in Drax Smart Generation Holdco Limited v Scottish Power Retail Holdings Limited [2024] EWCA Civ 477, it considered the validity of a notice of claim served pursuant to a share...more

Cooley LLP

Commercial Purpose Key to Interpreting Claims Notice Clauses

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The English Court of Appeal’s recent decision in Drax Smart Generation Holdco Ltd v. Scottish Power Retail Holdings Ltd put commercial purpose at the heart of interpretation of a claims notice clause, thereby avoiding the...more

Morrison & Foerster LLP

Drax No Longer Stopped in Its Tracks: English Court of Appeal Gives Green Light to Breach of Warranty Claim

On 8 May 2024, the Court of Appeal in Drax Smart Generation Holdco Ltd v Scottish Power Retail Holdings Ltd [2024] EWCA Civ 477 (“Drax”) handed down judgment overturning the decision of the High Court, finding that the...more

Farrell Fritz, P.C.

Termination, Adequate Alternative Remedies Sends Dissolution Proceeding Packing

Farrell Fritz, P.C. on

There are plenty of advantages to practicing business divorce litigation in New York.  The diversity of businesses and clients, complexity of agreements and transactions, and excellence of judges and attorneys make New York,...more

Walkers

Cayman Court of Appeal confirms jurisdiction to grant injunctions in support of foreign-seated arbitration

Walkers on

On 28 March 2024 the Cayman Islands Court of Appeal dismissed an appeal by Minsheng Vocational Education Company Limited against an injunction enjoining Minsheng from purporting to enforce certain share charges. This is...more

Gray Reed

The Taxman, Technology Litigation and Cavalier Settlement Structures

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Intellectual property (“IP”) is hugely important to businesses. Given that importance, IP owners must occasionally litigate against the unauthorized use of their technology. The costs of such litigation and appurtenant...more

Cooley LLP

Court of Appeal Sets Out Correct Approach to Material Adverse Change in Respect of Prospects Warranties

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In an update to our May 2023 blog on the case, the Court of Appeal has held in Decision Inc Holdings Proprietary Ltd & Another v. Stephen Garbett & Another that the High Court erred both in its interpretation of and approach...more

Stikeman Elliott LLP

Limitations on Good Faith Damages: No Presumption of Loss for Breach of Honest Performance

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In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more

McDermott Will & Emery

[Event] Private Equity Boot Camp 2023 - November 9th, Munich, Germany

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We cordially invite you to our Private Equity Boot Camp in Munich this year. Experienced speakers from our Firm will train you and your colleagues during a workshop and provide legal and tax basics for the successful...more

Paul Hastings LLP

Public Company Watch: September 2023

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In the September edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s new C&DIs and sample comment letter; considerations for issuers as they start their Form 10-Q...more

Blake, Cassels & Graydon LLP

Cour d’appel de l’Ontario : Une perte ne peut être présumée par suite d’un manquement à l’obligation d’exécution honnête

Dans l’affaire Bhatnagar v Cresco Labs Inc (l’« affaire Bhatnagar »), la Cour d’appel de l’Ontario (la « CAO ») a statué qu’il ne peut être présumé que des dommages-intérêts seront attribués lorsqu’un défendeur a manqué à son...more

Blake, Cassels & Graydon LLP

No Loss, No Foul: Ontario Court of Appeal Clarifies That Loss Will Not Be Presumed From a Breach of the Duty of Honest Contractual...

In Bhatnagar v. Cresco Labs Inc. (Bhatnagar), the Court of Appeal for Ontario (Court) held that damages are not presumed where a defendant breaches the duty of honest contractual performance. Rather, according to the Court,...more

Paul Hastings LLP

Public Company Watch: June 2023

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In the June edition of our Public Company Watch, we cover key issues impacting public companies, including the first cryptocurrency insider trading enforcement action settled by the SEC based on specific allegations that...more

Miller Canfield

Asset Sale or Share Sale? Key Considerations About the Legal and Employment Implications

Miller Canfield on

When it comes to selling a business, there are two primary methods: an asset sale and a share sale. Both have their own advantages and disadvantages, and it is important to understand the key legal differences between the...more

Cooley LLP

Take the Time to Take Notice

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A failure to comply with provisions governing the notification of claims under share purchase agreements is an issue that comes before the courts with surprising regularity. Given that such failure could result in any...more

Holland & Knight LLP

Amortización crédito mercantil acciones y mejoras en arrendamiento en Colombia

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La Sección Cuarta del Consejo de Estado de Colombia, en sentencia del 3 de noviembre de 2022, expediente #23865, analizó los siguientes temas: 1) amortización del crédito mercantil en la compra de acciones; 2) la deducción...more

Barnea Jaffa Lande & Co.

District Court: Changing a Business Model after Purchasing Company Shares Does not Always Constitute a Tax Event

In May 2022, the Tel Aviv District Court issued an important ruling in the Medingo Ltd case on the tax aspects of business restructuring. This ruling joins a series of previous rulings, in the Gteko case and the Broadcom...more

Tarter Krinsky & Drogin LLP

Part 1: What You Need to Know About Amazon FBA Asset Purchase Agreement

In the U.S., most transactions involving the purchase of an Amazon FBA business involve the purchase of the business’ assets as opposed to the entirety of the business. These transactions are known as asset purchase deals and...more

McDermott Will & Emery

EU General Court Clarifies Rules on Gun Jumping

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On September 22, 2021, the EU General Court (GC) upheld a decision from the European Commission (Commission) by which it fined telecommunications operator Altice for gun jumping (T-425/18, Altice Europe v Commission). In...more

WilmerHale

EU Court Tightens Gun Jumping Rules

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On 22 September 2021, the EU’s second-highest court, the General Court, confirmed the European Commission’s 2018 decision (Case T-425/18—Altice Europe v. Commission) imposing an EUR 124 million fine on Altice Europe NV...more

A&O Shearman

No unjust enrichment claim for total failure of consideration where valid contract

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A judge was right to dismiss an unjust enrichment claim when it contradicted the express terms of a valid share purchase agreement....more

Hogan Lovells

Snow Phipps Group v. KCAKE Acquisition: DE addresses MAE based on COVID-19 impact

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In Snow Phipps Group, LLC v. KCAKE Acquisition, Inc. (C.A. No. 2020-0282-KSJM), the Delaware Court of Chancery ordered specific performance of a US$550 million acquisition, rejecting the buyer’s argument that the impact of...more

Sheppard Mullin Richter & Hampton LLP

Signing Contracts as a Representative May Lead to Individual Liability

Tharunidhar Narravula et al v. Perosphere Technologies, Inc. et al, Index No. 900410-21, Supreme Court, Albany County - In Narravula v. Perosphere Tech., 2021 NY Slip Op 50510(U) (Sup. Ct. Albany Cnty. 2021), Justice...more

Latham & Watkins LLP

Tackling “Long COVID” in PE Acquisitions - 4 Symptoms for Dealmakers to Examine and Treat

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From potential cartel behaviour to repaying government loans, deal teams should remain alert to lingering issues rooted in a company’s response to the pandemic. The recovery of the European PE market since the early days of...more

Bass, Berry & Sims PLC

Key Considerations for Emerging Companies: Equity Compensation

Equity compensation – which links the self-interests of a company’s service providers with the interests of the company and its investors – is a compelling incentive for start-up companies to attract and motivate employees...more

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