M&A Auction Process
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
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
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
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
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
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
In the recent case of Travelport Ltd v Wex Inc [2020] EWHC 2670 (Comm) (the “Travelport Case”), the High Courts of England considered the construction of a material adverse effect clause (“MAE Clause”) in which a party sought...more
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause...more
The United States Bankruptcy Court for the District of Puerto Rico recently rejected a defendant’s arguments that a clause in a Private Purchase and Sale Agreement of Shares and Other Matters was invalid under Supreme Court...more
In Borealis Power Holdings Inc. v. Hunt Strategic Utility Investment, L.L.C., the Delaware Supreme Court reversed the Court of Chancery and held the ROFR in an investor rights agreement was not applicable to an indirect...more