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Breach of Contract › Shareholders › United Kingdom

Goodwin

“‘They Will Thank Me in the Long Run’”: Court of Appeal Considers Good Faith Obligations and Fiduciary Duties of Directors in...

Goodwin on

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

Pillsbury Winthrop Shaw Pittman LLP

Share Transfer Tripwire: Some Hidden Risks in Deed of Adherence Clauses

Pillsbury Winthrop Shaw Pittman LLP on

Certain provisions commonly found in joint venture and shareholder documentation for early-stage and investment companies are so ubiquitous that they are often accepted without negotiation or full consideration of their wider...more

A&O Shearman

Earnout submissions challenged

A&O Shearman on

The High Court has ruled that earn-out calculations, emailed by the buyer to the sellers in relation to a share sale, were not validly communicated. Earnout calculations and notice provisions - Under an earnout provision...more

Morrison & Foerster LLP

Top Commercial Disputes of 2024: What You Need to Know and What to Look Out for in 2025

Morrison & Foerster LLP on

As we begin 2025 and set our goals for the new year (realistic or unrealistic), we outline some of the significant English court rulings from 2024 and the key lessons they offer for the year ahead. In 2024, the courts...more

A&O Shearman

Clause for celebration: the effectiveness of entire agreement provisions

A&O Shearman on

Entire agreement clauses are very common. This recent decision confirms their effectiveness: JMW Solicitors v Injury Lawyers 4U. Background – shareholder dispute - Some firms of solicitors, including JMW, set up a...more

A&O Shearman

Keeping the Faith: English Court of Appeal Considers Contractual Good Faith Provision in Shareholder Agreement

A&O Shearman on

The English law concerning contractual duties of good faith (express and implied) has received considerable judicial attention in recent years. It will therefore be of interest to those who use English law contracts,...more

Proskauer Rose LLP

UK Tax Round Up - January 2019

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UK Developments - Amendments to the Finance Bill – entrepreneurs' relief and intangibles - Three significant changes have been made to the Finance Bill published last October which will be included in the Finance Act...more

Morgan Lewis

English Court Finds Shareholder Default Provisions Unenforceable as a Penalty

Morgan Lewis on

Decision serves as a reminder that careful consideration should be given to provisions dealing with the consequences of breaches of restrictive covenants and other terms of commercial agreements....more

Morgan Lewis

UK Capital Maintenance Principle May Restrict Damages Awards

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Obiter dicta by High Court suggests that damages may not be available as a remedy where an English company breaches a contractual obligation and performance of that obligation would have required a breach of the "capital...more

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