News & Analysis as of

Share Purchase Agreements Contract Terms United Kingdom

Cooley LLP

Commercial Purpose Key to Interpreting Claims Notice Clauses

Cooley LLP on

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

Cooley LLP

Take the Time to Take Notice

Cooley LLP on

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

Skadden, Arps, Slate, Meagher & Flom LLP

WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps

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

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