In the recent Court of Appeal judgment in DnaNudge Limited v. Ventura Capital GP Limited [2023] EWCA Civ 1142, the court confirmed that a provision of the company’s articles allowing for the conversion of Series A shares to...more
Shareholder agreements often include an obligation that the shareholders must act with “good faith” in their dealings with one another and with the company. However, what does that actually mean? In this insight, we consider...more
12/2/2022
/ Board of Directors ,
Breach of Contract ,
Contract Drafting ,
Contract Terms ,
Corporate Officers ,
Covenant of Good Faith and Fair Dealing ,
Fiduciary Duty ,
Good Faith ,
Investors ,
Shareholder Litigation ,
Shareholders ,
Shareholders' Agreements
On 5 October 2022, the English Supreme Court handed down its decision in BTI 2014 LLC v Sequana SA and others.
This (as described by Lady Justice Arden) “momentous” decision principally concerns whether directors are under...more
10/11/2022
/ Board of Directors ,
Clean-Up Costs ,
Commercial Bankruptcy ,
Corporate Counsel ,
Creditors ,
Dividends ,
Environmental Liability ,
Fiduciary Duty ,
Insolvency ,
Priority Debt ,
Shareholders ,
Subsidiaries ,
UK ,
UK Supreme Court
The UK Information Commissioner’s Office (“ICO”) has published a letter sent to the U.S. Securities and Exchange Commission. The ICO confirms that it is possible for SEC regulated UK firms to transfer personal data to the...more
3/23/2021
/ Brokers ,
Financial Institutions ,
Financial Services Industry ,
General Data Protection Regulation (GDPR) ,
Information Commissioner's Office (ICO) ,
International Data Transfers ,
Investment Management ,
Personal Data ,
Public Interest ,
Securities and Exchange Commission (SEC) ,
UK
In February 2021, the UK Supreme Court handed down its judgment in Okpabi and others v Royal Dutch Shell Plc and another [2021] UKSC 3. The decision clarifies the position in relation to the liability of UK parent companies...more
The issue of security for costs has come into focus in recent years in the context of the increased trend of commercial litigation funders supporting claims in the English courts. The Court of Appeal has recently provided...more
On 15 January 2021, judgment was handed down in the leapfrog appeal heard by the Supreme Court in the test case brought by the Financial Conduct Authority in relation to the responsiveness of business interruption insurance...more
2/1/2021
/ Appeals ,
Business Interruption ,
Business Losses ,
Contract Claims ,
Contract Terms ,
Coronavirus/COVID-19 ,
Financial Conduct Authority (FCA) ,
Infectious Diseases ,
Insurance Claims ,
Insurance Industry ,
Insurance Litigation ,
UK Supreme Court
The High Court has delivered guidance on how injunctions obtained against ‘persons unknown’ should be served in a decision in the case of Secretary of State for Transport (HS2) v Cuciurean [2020] EWHC 2614. The case applied a...more
On 12 October 2020, the Commercial Court handed down judgment in the first case in which the English courts have had to consider whether COVID-19 resulted in a material adverse effect (“MAE”) (Travelport Ltd & Ors v WEX Inc...more
10/22/2020
/ Acquisitions ,
Carve Out Provisions ,
Contract Disputes ,
Contract Drafting ,
Contract Interpretation ,
Contract Terms ,
Coronavirus/COVID-19 ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Share Sale and Purchase Agreements (SPAs)
The High Court has yesterday handed down its judgment in the test case of The Financial Conduct Authority v Arch and Others. The case, brought by the Financial Conduct Authority on behalf of policyholders and joined by two...more