Our Financial Services Litigation Group examines an English Court of Appeal decision that highlights the need for company directors to fully understand and abide by the exit provisions in their shareholders’ agreements under...more
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
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
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
The UK Financial Conduct Authority (FCA) published a policy statement (PS24/6) on 11 July 2024 setting out the final policy position and UK listing rules (final rules) for a new, simplified and more competitive UK listing...more
In Robert Colicci & Others v. Nora Grinberg & Another, the High Court of England and Wales confirmed that a Part 36 offer containing a term that the court would not have been able to order (in this case, a payment to the...more
Introduction - In its judgment in Re Compound Photonic Group Ltd, the Court of Appeal has given helpful guidance on the scope of good faith obligations in a shareholders’ agreement....more
Non-compete restrictions for key stakeholders are common in shareholders' agreements. In Guest Services Worldwide v Shelmerdine, the Court of Appeal upheld a 12-month post-departure restriction, rejecting arguments that...more
Timing is everything – acts pre-dating disability not discrimination - The EAT decision in Tesco Stores Ltd v Tennant confirmed that an employee could not bring a discrimination complaint in relation to acts that pre-dated...more
An unnamed disclosed principal of a party to a shareholders’ agreement (SHA) could sue under an arbitration agreement; the tribunal could also order a buy-out of shares of a foreign company, despite the remedy not being...more
We set out in the attached Newsletter a number of interesting English court decisions and market developments which have taken place in the second half of 2018 and their impact on M&A transactions. This review looks at these...more
It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more
The Court of Appeal's decision in Karen Morris-Garner & Andrea Morris-Garner v OneStep (Support) Ltd [2016] EWCA Civ 180 suggests that Wrotham Park damages may become more common as a remedy for breach of contract. These...more