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
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