In a previous alert titled “UK Limited Partnership Reform Becomes Law: A Practical Guide of How Best to Get Ready to Comply,” we discussed the changes to limited partnership law ushered in by the Economic Crime and Corporate...more
7/15/2025
/ Amended Legislation ,
Failure to Prevent ,
Financial Crimes ,
Fraud ,
Fraud Prevention ,
Investment Funds ,
Limited Partnerships ,
Portfolio Companies ,
Private Equity Firms ,
Regulatory Requirements ,
Risk Management ,
UK
In England and the United States, legal professional privilege or attorney-client privilege is considered fundamental to the administration of justice, allowing clients to make confidential, full, and frank disclosure to...more
7/14/2025
/ Attorney-Client Privilege ,
Business Litigation ,
Corporate Governance ,
Delaware ,
Discovery ,
England ,
Litigation Strategies ,
Shareholder Litigation ,
Shareholder Rights ,
Shareholders ,
United States
At what point do the steps a director takes to establish a competing business before resigning become unlawful? In the recent case of Cheshire Estate & Legal Ltd v Blanchfield & Ors, the Court of Appeal considered whether two...more
In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more
8/13/2024
/ Articles of Association ,
Board of Directors ,
Business Disputes ,
Contract Interpretation ,
Fair Market Value ,
Fair Value Standard ,
Holding Companies ,
Notice Requirements ,
Share Transfer ,
Sole Ownership ,
UK
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