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. This review looks at these developments and gives practical guidance on...more
9/20/2020
/ Acquisitions ,
Board of Directors ,
Company Law ,
Conflicts of Interest ,
Contract Drafting ,
Contract Terms ,
Corporate Restructuring ,
Duty to Disclose ,
Fiduciary Duty ,
Financial Conduct Authority (FCA) ,
Good Faith ,
Indemnification Clauses ,
Joint Venture ,
Listed Company Manual ,
Litigation Strategies ,
Material Change Doctrine ,
Mergers ,
Motion for Sanctions ,
Publicly-Traded Companies ,
Recordkeeping Requirements ,
Restrictive Covenants ,
Risk Allocation ,
Scheme of Arrangement ,
UK
Trends in Material Adverse Change Clauses – Implications of Coronavirus on M&A Transactions -
On M&A transactions deal certainty may be a key negotiation issue. Whilst a seller may be reluctant to concede a material...more
3/14/2020
/ Acquisitions ,
Business Interruption ,
Buyers ,
Contract Terms ,
Coronavirus/COVID-19 ,
Global Economy ,
Material Adverse Change Clauses (MACs) ,
Merger Agreements ,
Mergers ,
Publicly-Traded Companies ,
Sellers ,
State of Emergency ,
Stock Exchange ,
Stock Prices ,
Supply Chain ,
Takeovers ,
UK
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2019 and their impact on M&A transactions. This review looks at these...more
1/24/2020
/ Acquisition Agreements ,
Acquisitions ,
Administrative Hearings ,
Audit Reports ,
Authentication ,
Board of Directors ,
Breach of Duty ,
Buyers ,
Buyouts ,
CEOs ,
Company Law ,
Contract Formation ,
Contract Terms ,
Corporate Liability ,
Corporate Officers ,
Disciplinary Proceedings ,
Disclosure Requirements ,
E-Signatures ,
Email ,
Executive Authority ,
Failure To Disclose ,
Fiduciary Duty ,
Financial Conduct Authority (FCA) ,
Fraud ,
FSMA ,
Good Faith ,
Individual Accountability ,
Insider Information ,
Mergers ,
Mutual Mistake ,
Notice Requirements ,
Publicly-Traded Companies ,
Put and Call Options ,
Rectification ,
Scheme of Arrangement ,
Securities Litigation ,
Sellers ,
Share Sale and Purchase Agreements (SPAs) ,
Shareholder Distributions ,
Shareholder Litigation ,
Shareholder Meetings ,
Shareholders ,
Takeovers ,
Tax Liability ,
UK
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
1/11/2019
/ Acquisitions ,
AIM ,
Appeals ,
Arms Length Transactions ,
Board of Directors ,
Breach of Duty ,
Censures ,
Civil Conspiracy ,
Consideration ,
Contract Drafting ,
Contract Terms ,
Corporate Fines ,
Cross-Border Transactions ,
EU ,
Failure To Disclose ,
Fiduciary Duty ,
Majority Shareholders ,
Mergers ,
Minority Shareholders ,
Misrepresentation ,
Non-Reliance Clauses ,
Parent Corporation ,
Privately Held Corporations ,
Publicly-Traded Companies ,
Reasonableness Factors ,
Right of First Refusal ,
Scheme of Arrangement ,
Shareholders' Agreements ,
Subsidiaries ,
UK ,
UK Companies Acts ,
Unfair Prejudice