M&A Auction Process
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
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
English M&A counsel are often heard telling their clients that breach of warranty claims will likely settle out of court. This certainly seems to have been the case in the past, and we are all aware of the paucity of binding...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
In Dodika Ltd & Ors v United Luck Group Holdings Limited, the High Court (HC) has accepted the sellers’ argument that a notice of a tax claim under a tax covenant served on them by the buyer was invalid because it did not...more
With an uptick in commercial wrangles expected as a result of measures taken to combat Covid-19, England is not alone in seeking to provide a welcoming jurisdiction to deal with such disputes. In this two-part post, we...more
M&A deal teams should take note of heightened scrutiny of HR and employment practices by antitrust enforcers in the US and Europe. No-poach, non-solicitation, and wage-fixing agreements - arrangements between companies...more
UK Case Law Developments - Reliance on HMRC's manual statement can, but didn't, give rise to legitimate expectation - In the recent judicial review case of Roao Aozora GMAC Investment Ltd v HMRC, the Court of Appeal...more
A unilateral notice relating to a tax liability under a share sale and purchase agreement was not a valid notice within the relevant limitation period for a claim. The construction of a unilateral notice must be viewed...more
Oversea-Chinese Banking Corporation Ltd v ING Bank NV [2019] EWHC 676 (Comm) saw a creative argument put forward in the High Court regarding the measure of damages for breach of warranty in a share purchase agreement, but the...more
The English High Court, in Triumph Controls UK Ltd v Primus International Holding Co [2019] EWHC 565 (TCC), has found that proper, accurate financial projections by the sellers would have resulted in a lower purchase price...more
Our April update covers recent developments in employment law, including cases on lawful grounds for suspending employees, communicating with women on maternity leave and a novel case on the limits of lawful positive...more
UK Case Law Developments - Entrepreneurs' relief – voting rights not imputed for equitable reasons - In George v HMRC, the First Tier Tribunal (FTT) decided that they could not apply the equitable principle that...more
Pension issues in corporate transactions can be complex when a defined benefit (final salary) scheme is involved. Factors to consider include - - risks of action by the Pensions Regulator; - penal fines and criminal...more
When a claims notification clause in a share purchase agreement states that a party must "set out reasonable details" of a claim in a notice of claims, including “the grounds on which it is based”, the party must make...more
The impact of discounts on consideration for VAT purposes (Finanzamt Bingen-Alzey v Boehringer Ingelheim Pharma GmbH & Co. KG) - The ECJ has confirmed that consideration for VAT purposes should be reduced by any discount...more
A High Court decision has reiterated the difficulties international parties face in enforcing in England awards set aside by courts at the seat of arbitration. In Maximov v OJSC Novolipetsky Metallurgichesky Kombinat the...more
Background - A key issue from an employment perspective in the UK on a corporate acquisition is whether the acquisition is structured through a share purchase; so that it is the shares of a company which are bought, or an...more
A recent UK Supreme Court judgment provides helpful guidance on the alternative pathways available to the courts in construing commercial contract provisions. ...more
In Rush Hair Ltd v Gibson-Forbes [2016] EWHC 2589, the High Court considered the enforceability of two-year restrictive covenants contained in a share purchase agreement. Rush Hair Ltd (Rush), a chain of hairdressing...more
The Court of Appeal has twice in two months handed down judgments on how the return to literalism (post the Supreme Court’s ruling in Arnold v Britton) applies to exclusion clauses. This is an important development for all...more
The English High Court recently considered whether a downward revision of a profit forecast would constitute a “material adverse effect” within the parameters of the provision agreed on by the parties in the share purchase...more
In the U.K. M&A market, the continuing trend in recent years has been an increase in the number of deals being completed on the basis of a locked-box pricing mechanism. In a locked-box transaction, as opposed to the...more