The English Court of Appeal’s recent decision in Saxon Woods Investments Limited v. Francesco Costa ([2025] EWCA Civ 708) provides clarification on the application of directors’ fiduciary duties and the interpretation of good...more
6/23/2025
/ Appeals ,
Board of Directors ,
Breach of Contract ,
Business Litigation ,
Companies Act ,
Contract Terms ,
Directors ,
Exit Planning ,
Exit Strategies ,
Fiduciary Duty ,
Good Faith ,
Shareholders ,
Shareholders' Agreements ,
UK ,
UK Companies Acts ,
Unfair Prejudice
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 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
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)