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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

BCLP

UK Corporate Briefing - November 2024

BCLP on

The Investment Association (“IA”) has published its Principles of Remuneration for 2025 (“Principles”) following a review to ensure they support a competitive remuneration environment and meet investor expectations....more

Jones Day

High Court Dismisses ClientEarth's Application to Initiate Proceedings Against Shell's Directors

Jones Day on

Introduction - On July 24, 2023, the High Court dismissed ClientEarth's application for permission to bring a shareholder derivative claim against Shell's directors (the "Board") for breach of directors' duties under the...more

BCLP

High Court dismisses green strategy derivative claim against Shell’s directors

BCLP on

In February 2023 ClientEarth issued a derivative action against Shell’s 11 directors. ClientEarth alleged that the directors had breached their duties under the Companies Act 2006 (CA 2006) by failing to adopt and implement...more

Skadden, Arps, Slate, Meagher & Flom LLP

The General Guide to the UK Takeover Regime

This guide summarises certain key provisions of the Code with a focus on issues that are likely to be of particular concern to a bidder. Although reference is made to other statutory and regulatory instruments and regimes,...more

Cooley LLP

PEG Releases New Statement of Principles for the Disapplication of Pre-Emption Rights

Cooley LLP on

On 4 November 2022, the UK Pre-Emption Group (PEG) issued a new Statement of Principles on disapplying pre-emption rights and associated template resolutions. The Statement of Principles has been revised with immediate effect...more

Conyers

Directors: “What shall we do?” – Interplay between the Sequana decision, HSBC v NewOcean Energy Holdings Ltd and the new Cayman...

Conyers on

Due to the recent challenging economic environment, the law’s treatment of creditors’ interests in a restructuring or insolvency has been a hot topic. From a creditor’s perspective, its objective will be straightforward: to...more

Conyers

Directors’ Duties on the Precipice of Insolvency: Brief Overview of BTI 2014 LLC v Sequana SA

Conyers on

The United Kingdom Supreme Court (the “UKSC”) recently delivered its eagerly anticipated judgment in BTI 2014 LLC v Sequana SA and others [2022 UKSC 25] (“Sequana”). The reasoning in Sequana will be highly persuasive in the...more

Morgan Lewis

Directors’ Duties to Consider Supply Chains

Morgan Lewis on

Directors have significant ongoing duties towards the company they lead, including taking the changing factual landscape into account. This should include learning lessons from the recent disruption of global supply chains....more

Latham & Watkins LLP

High Court Declines to “Cram Down” Shareholders in Proposed Part 26A Restructuring Plan of Oil Company

Latham & Watkins LLP on

The decision provides new judicial guidance for determining the boundaries of cross-class cram down tests. On 28 June 2021, the High Court declined to sanction a restructuring plan proposed by Hurricane Energy plc...more

Dorsey & Whitney LLP

Implied Duty of Rationality in Commercial Contracts

Dorsey & Whitney LLP on

On 30 November 2020, the UK High Court handed down judgment in the relief phase of the case of Otello Corporation ASA v. Moore Freres & Company LLC and Last Lion Holdings Limited (BL-2018-000840). Dorsey & Whitney advised...more

Latham & Watkins LLP

UK Court of Appeal: When to Trigger the Creditor Duty Shift

Latham & Watkins LLP on

Ruling provides guidance on how close to insolvency a company needs to be before directors must consider creditors’ interests. The UK Court of Appeal has ruled that the payment of a lawful dividend did not, on the facts,...more

Herbert Smith Freehills Kramer

New York Appellate Court Ruling Eases Hurdle to Bringing Derivative Suits Against UK Companies in the New York Courts

On Nov. 14, 2018, a New York appellate court held that in a derivative action brought in a New York court against a company incorporated in the United Kingdom, the plaintiff need not comply with U.K. Companies Act § 261(1)...more

Blake, Cassels & Graydon LLP

Attention All Canadians Who Own, Control U.K. Subsidiaries: U.K. Government Implements PSC Register

The U.K. government recently enacted amendments to the U.K. Companies Act 2006, which requires non-listed U.K. companies and limited liability partnerships to maintain and file a register of people with significant control...more

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